Common use of Restricted Payments Clause in Contracts

Restricted Payments. The Borrower shall not declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that (i) 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, 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 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 cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the Borrower.

Restricted Payments. The Borrower Trust shall not, and shall not permit any of its Subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, make any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that (i) 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, 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 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 cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount Trust and its Subsidiaries may declare and make the following Restricted Payments so long as no Default or Event of payments under this clause Default would result therefrom: (viia) shall not exceed $2,000,000 the Operating Partnership may make cash distributions to the Trust and other 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 shareholders in an 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) the Trust 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 BorrowerInternal Revenue Code; (c) any Borrower or any Subsidiary may acquire the Equity Interests of a Subsidiary that is not a Wholly Owned Subsidiary; (d) any Subsidiary (other than the Operating Partnership) that is not a Wholly Owned Subsidiary may make cash distributions to holders of Equity Interests issued by such Subsidiary; (e) Subsidiaries may pay Restricted Payments to the Trust or any other Subsidiary; and (f) An Operating Partnership or the Trust, as applicable, may exchange Equity Interests in such Operating Partnership for Equity Interests in the Trust. Notwithstanding the foregoing, 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 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 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 shall will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that except: (ia) the Borrower or any of the may make other Restricted Subsidiaries may declare and pay dividends Payments with respect to its equity securities Equity Interests payable solely in additional shares of such equity securities, Equity Interests; (iib) any of the Restricted Subsidiaries may declare and pay dividends make Restricted Payments ratably with respect to its equity securities to the Borrower or any of the other Restricted Subsidiaries, their Equity Interests; (iii) the Borrower may 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 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 cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (viic) the Borrower may repurchase common Equity Interests or common 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 officersemployee, directors officer, director or employees (manager or heirs of, estates of or trusts formed such persons) consultant of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such officer, director Person or employee 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 terms 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 stock option plan 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 like agreement; providedwould arise after giving effect (on a pro forma basis), howeverto such Restricted Payment if such Restricted Payment were to be made at such time of declaration and (ii) the amount thereof, that the aggregate amount of payments under when aggregated with all other Restricted Payments made in reliance on this clause (viij) shall during the term of this Agreement, does not exceed $2,000,000 in any fiscal year 25% of the BorrowerApplicable EBITDA.

Restricted Payments. The Borrower shall not declare or make, or agree to pay for Declare or make, directly or indirectly, any Restricted Payment, or permit incur any of the Restricted Subsidiaries so obligation (contingent or otherwise) to dodo so, except that (i) 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 securitiesthat, (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, 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto so long as no Default or Event of Default shall have occurred and be continuing, continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) each Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Borrower Parent and each Subsidiary thereof may declare and paymake dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and agree distributions in an amount sufficient to declare allow Holdings and payIntermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, directly provided that, if Holdings or indirectlyIntermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), Restricted Payments 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 cash its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its common shareholdersEquity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in 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, (viii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Borrower Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of the Restricted Subsidiaries may maketheir Subsidiaries, and agree to make, payments on account of subordinated Indebtedness described in clause (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 definition Equity Interests of “Restricted Payments” Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and permitted distributions made by the subordination terms applicable thereto 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 Parent; (viie) the Borrower Parent may repurchase common Equity Interests or common stock options from present or former officerspay, directors or employees without duplication, cash dividends, payments and distributions (or heirs of, estates of or trusts formed such personsA) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any stock option plan or like agreementRelated Taxes; providedand (f) the Parent may pay cash dividends, howeverpayments and distributions to Intermediate Holdco for distribution to Holdings, that to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount of payments under this clause (vii) shall not to exceed $2,000,000 30,000,000 in any fiscal year Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the BorrowerPayment Conditions are satisfied.

Restricted Payments. The Borrower shall not declare Declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit incur any of the Restricted Subsidiaries so obligation (contingent or otherwise) to dodo so, except that that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (i) 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, 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, (iva) the Borrower may declare and pay dividends with respect to its preferred equity securitiesEquity Interests payable solely in additional shares 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 (vi) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have has occurred and is continuing or would result from such payments and (ii) such Deferred Acquisition Payments are permitted to be continuingmade under the subordination provisions, if any, applicable thereto; (c) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests; (d) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (e) the Borrower and any Subsidiary may make any payment (even if such payment is in the form of a Restricted Payment) to the Borrower 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 Borrower may make any Restricted Payment that is funded solely with Equity Issuance Proceeds; and (g) the Borrower may declare and pay, pay any cash dividend so long as immediately after giving effect (including giving effect on a pro forma basis) to such dividend (i) no Default or Event of Default has occurred and agree to declare is continuing and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (viii) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described would be in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the Borrowercompliance with Section 6.14.

Restricted Payments. No Obligor Party shall make payments which are Restricted Payments, except that: (a) The Obligor Parties may make payments and other distributions as expressly permitted under Section 5.13 and Article III of the Depositary Agreement; provided that, solely with respect to 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) 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 declare 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 makecredited to any Excluded Commodity Account, or agree in an aggregate amount not to pay for or make, directly or indirectly, exceed at any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that time (i) the Borrower or any amount of the Restricted Subsidiaries may declare and pay dividends with respect Equity Commodity Contributions made prior to its equity securities payable solely in additional shares of such equity securities, 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 to any other Loan Party. (f) Any Obligor Party may make payments to any Affiliate of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities to Obligor Parties under the Borrower Management Services Agreement (including the Management Fee), any Permitted O&M Agreement, any Permitted Energy Management Agreement or any other Project Contract entered into 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 other date of any such Restricted SubsidiariesPayment, (iii) the Borrower may makemake Restricted Payments to Sponsor, and agree to makeHoldings or its designee with amounts on deposit in, payments on account of liabilities described or credited to, the Distribution Suspense Account in clause (vi) accordance with Section 3.10 of the definition of “Indebtedness” contained herein Depositary Agreement. (h) Prior to the Term Conversion Date and permitted by Section 7.1, (iv) the Borrower may declare and pay dividends with respect to its preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto so long as no Default or Event of Default shall have has occurred and be is continuing, the Borrower may declare make the following withdrawals and paytransfers from the Construction Account: (i) for Permitted Tax Distributions and (ii) for general and administrative costs of the Projects and the Loan Parties directly incurred by Holdings and Sponsor, and agree to declare and pay, directly or indirectly, Restricted Payments other corporate overhead expenses in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the an aggregate amount of payments under this clause (vii) shall not to exceed $2,000,000 250,000 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 Section 2.11(b)(iv), the Borrower may distribute the LeConte Target Disposition Prepayment Amount to Holdings, and Holdings may distribute such amount to LeConte. (j) The Borrower may distribute payments to be made to LeConte pursuant to the SP-15 Payment Assignment Agreement and any payments made by Exelon under the Exelon Confirmation listed in clause (a) of the definition thereof to Holdings, and Holdings may distribute such amount to LeConte.

Restricted Payments. The Borrower shall not declare or make, or agree to pay for or make, directly or indirectly, Make any Restricted Payment, or permit any of the Restricted Subsidiaries so to doPayments, except that as follows: (a) (i) the Borrowers may pay dividends or other distributions payable solely in shares of capital stock of any 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, Subsidiary or (ii) any of the Restricted Subsidiaries a Subsidiary may declare and pay dividends with respect or other distributions to its equity securities to the any Borrower or any 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 other Restricted Subsidiaries, (iii) the Borrower may makelife of this Agreement, and agree to make, payments on account of liabilities described in clause provided further that if (vi1) 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto no a Default or Event of Default shall have occurred and be continuing, the Borrower may declare and pay, and agree to declare and pay, directly continuing or indirectly, Restricted Payments in cash to its common shareholders, (vi2) the Borrower 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 of the Restricted Subsidiaries may make, and agree Guarantor to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreementwhich is not also a Guarantor; provided, however, that this clause (a) shall not restrict dividends or other distributions from Subsidiaries which are not Guarantors to other Subsidiaries which are not Guarantors; (b) any Borrower may distribute rights pursuant to a shareholder rights plan or redeem such rights, provided that such redemption is in accordance with the terms of such shareholder rights plan; (c) any Borrower may make Restricted Payments in connection with or pursuant to any of its (i) Employee Benefits Plans or in connection with the employment, termination or compensation of its service providers, employees, officers or directors, and (ii) to repurchase Equity Securities of a Borrower which a shareholder is selling whether such repurchase is pursuant to a repurchase right or otherwise, provided, however, that with respect to (c)(ii) above, such Restricted Payments may not exceed $1,000,000 in the aggregate at any time there are Outstanding Obligations; and Adesto Technologies Corporation Credit Agreement (d) any Subsidiary of any Borrower may declare or pay any ratable dividends in respect of its Equity Securities or purchase or redeem shares of its Equity Securities or make distributions to shareholders not otherwise permitted hereunder, provided that (i) the aggregate amount paid or distributed in any period of payments four consecutive quarters (excluding any amounts covered by subsection (b) above) does not exceed 5% of Consolidated Tangible Net Worth as determined as of the fiscal quarter immediately preceding the date of determination; and (ii) when combined with the amount of all purchases of Equity Securities made under Section 7.06(e), the total of all such dividends, purchases or redemptions shall not exceed the sum of $100,000 in the aggregate over the life of this Agreement; provided, further, that the provisions of this clause (vii) f), shall not exceed $2,000,000 in restrict any fiscal year Subsidiary from declaring or paying dividends to any Borrower or to any wholly owned Subsidiary of the Borrower.

Restricted Payments. The Such Borrower shall will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that (ia) 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, 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 preferred equity securitiesEquity Interests payable solely in additional shares of its common stock, (vb) if at Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) such 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 directors, management, employees or consultants of such Borrower and its Restricted Subsidiaries, (d) such Borrower may make Restricted Payments to LIC and its subsidiaries to the time thereof extent necessary to pay principal and immediately interest when due in respect of the Indebtedness of LIC and its subsidiaries, provided that after giving pro forma effect thereto to such Restricted Payment, no Default or Event of Default shall have occurred and be continuing, the and (e) such Borrower may make Restricted Payments to LIC and its subsidiaries to pay any taxes that are due and payable by such Borrower and its Restricted Subsidiaries to LIC or its subsidiaries in accordance with the tax liability allocation and indemnification agreement or arrangement between such Borrower and LIC. Notwithstanding the foregoing, such Borrower and its Restricted Subsidiaries shall be permitted to declare and pay, make and agree to declare pay and paypay a Restricted Payment, directly or indirectly, provided that after giving pro forma effect to such Restricted Payments in cash to its common shareholdersPayment, (vii) no Default shall have occurred and be continuing and (ii) the Borrower Consolidated Leverage Ratio shall be less than or any of the Restricted Subsidiaries may make, and agree equal to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant 3.50 to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the Borrower1.00.

Restricted Payments. The Borrower shall not declare or make, or agree to pay for Declare or make, directly or indirectly, any Restricted PaymentPayment except that, or permit any of the Restricted Subsidiaries so to do, except that (i) 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, 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto long as no Default or Event of Default shall have occurred and be continuingcontinuing at the time of any action described below or would result therefrom: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower, the Guarantors and any other Person that owns an Equity Interest in such Restricted Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower and each Restricted Subsidiary may declare and paymake dividend payments or other distributions payable solely in the Qualified Stock of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its Qualified Stock; (d) the Borrower and agree to declare and pay, directly or indirectly, each Restricted Subsidiary may make Restricted Payments in cash respect of, and in the amount of, any withholding tax obligation related to its common shareholdersthe issuance, (vi) vesting, repurchase, forfeiture, transfer, liquidation, or distributions with respect to any equity compensation held by or for the Borrower or any benefit of the Restricted Subsidiaries may makeemployees, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests officers or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreementRestricted Subsidiary; provided, however, provided that the aggregate amount of payments under this clause (viid) shall not exceed $2,000,000 in any fiscal year of the BorrowerBorrower shall not exceed $5,000,000; provided, further, that any Restricted Payments permitted (but not made) pursuant to this clause (d) in any prior fiscal year may be carried forward to any subsequent fiscal year (subject to an annual cap of no greater than $10,000,000); (e) in the ordinary course of its business, the Borrower may make Restricted Payments pursuant to and in connection with stock option plans or other benefit plans or arrangements for directors, management, employees or consultants of the Borrower and its Restricted Subsidiaries; (f) the Borrower and its Restricted Subsidiaries may 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 Section 7.02 (other than Section 7.02(m)); (g) subject to satisfaction of the Available Amount Conditions, the Borrower and each Restricted Subsidiary may make Restricted Payments not otherwise permitted by this Section 7.06 in an amount not to exceed the Available Amount at such time; and (h) so long as no Borrowing Base Deficiency has occurred and is continuing or would result therefrom, the Borrower and each Restricted Subsidiary may make payments of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Equity Interests or debt securities that are convertible into, or exchangeable for, Equity Interests of any such Person in accordance with their terms.

Restricted Payments. The Borrower Parent shall not, and shall not declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that (i) the Borrower or any of the other Subsidiary to, declare or make any 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, 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 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 cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreementPayment; provided, however, 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 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 shareholders in an aggregate amount not to exceed the greater of payments (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 this clause Sections 857(b)(3) and 4981 of the Internal Revenue Code; (viic) shall the Parent, the Borrower and any other Subsidiary may acquire the Equity Interests of a Subsidiary that is not exceed $2,000,000 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 to the Parent, the Borrower or any other Subsidiary. Notwithstanding the foregoing, but subject to the following sentence, if a Default or Event of Default exists, the Borrower may only declare and make cash distributions to the 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 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 Borroweroccurrence of any 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 or any other Subsidiary to, make any Restricted Payments to any Person other than to the Parent, the Borrower or any other Subsidiary.

Restricted Payments. The Borrower (a) Subject to paragraph (b) below, no Offshore Obligor shall not declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit any (and each Offshore Obligor shall ensure that no other member of the Restricted Subsidiaries so to do, except that Offshore Group will): (i) the Borrower declare, make or pay any dividend or other distribution in respect of 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, shares; (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 Restricted Subsidiaries may declare and pay dividends with respect to its equity securities to the Borrower or any of the other Restricted Subsidiaries, Lender; (iii) the Borrower may makeredeem, and agree repurchase, defease, retire or repay or redeem any of its share capital or resolve to make, payments on account of liabilities described in clause (vi) of the definition of “Indebtedness” contained herein and permitted by Section 7.1, do so; or (iv) pay interest, commission or fees on, or repay, prepay, redeem, defease or otherwise discharge any loan provided by the Borrower may declare and pay dividends with respect to its preferred equity securities, Onshore Parent Guarantor or an Affiliate of the Onshore Parent Guarantor; (v) if at without limiting paragraphs (i) to (iv) above, pay any intercompany payables in connection with the time thereof Joyful Intercompany Advances. (b) No Offshore Obligor shall (and immediately after giving effect thereto each Offshore Obligor shall ensure 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 cash to its common shareholders, (vi) the Borrower or any other member of the Restricted Subsidiaries may makeOffshore Group will) make any distribution on, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) or redeem or otherwise discharge any Junior Liabilities other than payment of the definition of 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 agree (“Restricted Payments” Junior Permitted Payment”). (c) No Offshore Obligor shall (and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) each Offshore Obligor shall ensure no other member of the Borrower Offshore Group will) pay any amount to, or repay, prepay, redeem, defease or otherwise discharge any Subsidiary upon the death, disability, retirement or termination liabilities owed to Fullgoal SPC (for and on behalf of employment Fullgoal SP) other than any payment made by Joyful Wellness to Fullgoal SPC (for and on behalf of such officer, director or employee or Fullgoal SP) pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the BorrowerFullgoal Notes.

Restricted Payments. The Borrower Company shall not declare or make, or agree to pay for or make, directly or indirectly, make any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that except: (i) Restricted Payments made in connection with the Borrower defeasance, redemption or repurchase of any Indebtedness with the Net Cash Proceeds of Permitted Refinancing Indebtedness; and (ii) Restricted Payments of any Subsidiary of the Company to the Company or to another wholly-owned Subsidiary of the Company; and (iii) Restricted Payments made in connection with claims for reimbursement, indemnification or contribution arising out of or related to the Asset Purchase Agreement; and (iv) any Restricted Payment that constitutes a payment in respect of a purchase price adjustment, earn-out or other similar form of contingent purchase price in connection with any Acquisition (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, interest, premium, fees, expenses or 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 Seller Warrants or the other Operative Documents (as defined in the Seller Note Securities Purchase Agreement), in each case subject to the terms of the Subordination Agreements and 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 Restricted Subsidiaries may declare Code or any substantially similar Requirement of Law, (x) in good faith and pay dividends belief by the Company to be made with respect to its equity securities payable solely the payments described in additional shares 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 equity securitiespayment 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, the fees of the ESOT Trustee or (z) as contributions to the ESOT as required under the ESOP Plan Documents; and (vii) Restricted Payments 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 permitted by clause (ii) any of above, (3) Restricted Payments (x) resulting from distributions by the Restricted Subsidiaries may declare and pay dividends with respect ESOT to its equity securities participants in the ESOP pursuant to the Borrower ESOP Plan Documents subsequent to the termination by participants in the ESOP of employment with the Company or any of the other Restricted Subsidiaries, Controlled Group member or (iiiy) the Borrower may make, and agree to make, payments on account of liabilities described in clause (vias required by Section 401(a)(28) of the definition Code or any substantially similar Requirement of “Indebtedness” contained herein Law, and permitted by Section 7.1, (iv4) Restricted Payments resulting from contributions to the Borrower may declare and pay dividends with respect to its preferred equity securities, (vESOT as required under the ESOP Plan Documents) be declared or made if at the time thereof and immediately after giving effect thereto no either a Default or an Event of Default shall have occurred and be continuing, continuing at the Borrower may declare and pay, and agree to declare and pay, directly date of declaration or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower payment thereof or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreementwould result therefrom; provided, howeverfurther, that the aggregate amount of payments in no event shall any Restricted Payment be permitted under this clause (viiv) above with respect to the Seller Notes, Seller Warrants or other Operative Documents (as defined in the Seller Note Securities Purchase Agreement) unless the Company shall not exceed $2,000,000 in any fiscal year have delivered to the holders of the BorrowerNotes a compliance certificate in substantially the form of Exhibit 10.1(a)(iv)(b) hereto for the most recently completed fiscal quarter calculated giving effect to such Restricted Payment as of the last day of such 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 prior fiscal quarter.

Restricted Payments. The Borrower shall will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing or permit any would result therefrom, (a) WPZ may make Restricted Payments of Available Cash (as defined in the Restricted Subsidiaries so to do, except that (iPartnership Agreement) the Borrower or any of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities payable solely any Quarter (as defined in additional shares of such equity securitiesthe Partnership Agreement), (iib) any each of the Restricted NWP and TGPL and their respective Subsidiaries may declare make Restricted Payments to WPZ and pay dividends its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to its 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 securities 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 Borrower or any of the other Restricted SubsidiariesPartnership Agreement, (iiie) the Borrower TGPL and NWP and their Subsidiaries may makedistribute 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, 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 preferred equity securities, (v) that even if at the time thereof and immediately after giving effect thereto no Default or an Event of Default shall have occurred and be is continuing, no Subsidiary of the Borrower may declare and pay, and agree shall be prohibited from upstreaming dividends or other payments to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon of the deathBorrower or making, disabilityin the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, retirement dividends or termination of employment of such officerpayments, director or employee or pursuant as the case may be, to the terms other owners of any stock option plan or like agreementEquity Interests in such Subsidiary; and provided, howeverfurther, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the aggregate Borrower to the 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 of all such dividends and payments under this clause (vii) shall not exceed $2,000,000 made to all owners of Equity Interests in any fiscal year of the Borrowersuch Subsidiary.

Restricted Payments. The Borrower shall Each Obligor will not, and will not declare or make, or agree permit any of its Subsidiaries to pay for or make, directly or indirectly, make any Restricted Payment, or permit except that: (a) any Subsidiary of the Restricted Subsidiaries Borrower may pay Dividends to its shareholders, in each case so to do, except that (i) long as the Borrower or any Subsidiary of the Restricted Borrower which owns an Equity Interest in such Subsidiary receives a percentage of any such Dividends which is at least equal to its percentage Equity Interest in the respective Subsidiary paying the Dividend; (b) any Subsidiary of the Parent (other than the Borrower and its Subsidiaries if any Default or Event of Default is then in existence) may declare and pay dividends Dividends or make distributions to the Parent or a Wholly-Owned Subsidiary of the Parent; (c) payments may be made from time to time with respect to its equity securities payable solely Affiliate Debt permitted to be incurred and remain outstanding in additional shares accordance with the terms of such equity securitiesthis Agreement, in each case so long as (iix) any the respective payment is permitted to be made in accordance with the terms of the Restricted Subsidiaries may declare Intercreditor Deed and pay dividends with respect (y) other than in the case of payments made by any Non-U.S. Subsidiary of the Parent (which is not also a Subsidiary of the Borrower) to its equity securities the Parent and payments made by any person to the Borrower (or to any person which then transmits such payments to the Borrower or any of one or more other persons who immediately transmit such payments to the other Restricted SubsidiariesBorrower), (iii) the Borrower may 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred then exists (both before and be continuing, after giving effect to the Borrower may declare and pay, and agree to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, respective payment); (vid) the Borrower Parent may (i) repurchase the Parent Common Stock and/or options to purchase the Parent Common Stock held by or (ii) make payments pursuant to equity appreciation rights agreements to, directors, executive officers, members of management or employees of the Parent or any of the Restricted its Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment such director, executive officers, member of such officermanagement or employee, director so long as (A) no Default or employee Event of Default then exists or pursuant to the terms of any stock option plan or like agreement; provided, however, that would exist after giving effect thereto and (B) the aggregate amount of payments under cash expended by the Parent pursuant to this clause paragraph (viid) shall not exceed $2,000,000 €10,000,000 in any fiscal year of the Borrower.Parent plus the net cash proceeds of Parent Common Stock sold to directors, executive officers, members of management or employees of the Parent and its Subsidiaries in such fiscal year; (e) the Parent may pay regularly accruing Dividends with respect to Parent Preference Shares C through the issuance of additional shares of Parent Preference Shares C in accordance with the terms of the Preferred Equity Financing Documents governing same or from the proceeds (if any) of any Cumulative Excess Cash Flow, provided that at the date of the declaration of payment of such Dividend (and if such payment is made within 30 days of such declaration), after giving effect to the payment of such Dividends, the Borrower shall have Available Liquidity of at least €50,000,000. For the purposes of this paragraph (e), “Cumulative Excess Cash Flow” means, at any time, as determined on each Excess Cash Flow Payment Date the aggregate amount of (i) Excess Cash Flow after applying the provisions of Clause 13.3 (Application of Mandatory Prepayments) on such Excess Cash Flow Payment Date and (ii) the aggregate Excess Cash Flow for each previous Excess Cash Flow Payment Date not utilised during their respective Excess Cash Flow Payment Period;

Restricted Payments. The Borrower shall not declare or make, or agree to pay for Declare or make, directly or indirectly, any Restricted Payment, or permit incur any of the Restricted Subsidiaries so obligation (contingent or otherwise) to dodo so, except that (i) the Borrower or any each 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, and agree to make, payments on account of liabilities described in clause (vi) of the definition of “Indebtedness” contained herein and following shall be permitted by Section 7.1, (iv) the Borrower may declare and pay dividends with respect to its preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto so long as no Default or Event of Default shall have occurred and be continuingcontinuing prior, or immediately after giving effect, to the Borrower following, or would result therefrom: (a) each Loan Party or Subsidiary of a Loan Party may make Restricted Payments to any other Loan Party; (b) the Loan Parties and each Subsidiary may declare and paymake dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) if the Restricted Payment Conditions are satisfied, the Loan Parties and agree each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it; (d) if the Restricted Payment Conditions are satisfied, the Parent may declare or pay cash dividends to declare and pay, directly or indirectly, its stockholders; (e) each Subsidiary that is not a Loan Party may make Restricted Payments to any other Subsidiary that is not a Loan Party (and in cash the case of a Restricted Payment by a non-wholly-owned Subsidiary, to its common shareholders, such other Subsidiary and to each other owner of Equity Interests of such Subsidiary based upon their relative ownership interests of the relevant class of Equity Interests); (vif) the Borrower Parent may pay for and otherwise effect the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Parent by any employee, director or officer of the Parent or any of the Restricted its Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any equity plan, stock option plan or like agreementany other benefit plan or any agreement with any employee, director or officer of the Parent or any of its Subsidiaries; provided, however, provided that the aggregate amount of payments under Restricted Payments made pursuant to this clause (viif) shall not exceed $2,000,000 1,000,000 in any fiscal year calendar year; (g) any Loan Party and each Subsidiary may (i) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Investment and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; and (h) any foreign Subsidiary may make Restricted Payments to any direct or indirect Subsidiary of the BorrowerParent so long as an amount equal to such Restricted Payments made by such foreign Subsidiary is transferred to a Loan Party substantially concurrently with such Restricted Payment.

Restricted Payments. The Make any Restricted 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 prior written consent of Agent if any Person other 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 any Person that is not declare a Loan Party or makeSubsidiary thereof (other than Topco, solely as a member of the consolidated tax group including Borrower and its Subsidiaries) as well as the consolidated, combined, unitary or other group taxes owed by Topco and its Subsidiaries, (d) the purchase, redemption or other retirement of any common or preferred Equity Interests, or agree of any options to pay for purchase or make, directly acquire any such shares of common or indirectly, any Restricted Payment, preferred Equity Interests of such Loan Party or permit any of the Restricted Subsidiaries so to do, except Topco other than (provided that (i) 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, 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have has occurred and be continuingis continuing or would arise as a result of such Restricted Payment, (ii) after giving effect to such Restricted Payment, the Borrower may declare Loan Parties and paytheir 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 agree to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or Lenders pursuant to the terms of any stock option plan or like agreement; providedthis Agreement, however, that (iii) the aggregate amount of payments Restricted Payments permitted under this clause (viid) 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, and (z) the aggregate Restricted Payments permitted under this subclause (ii) shall not exceed $2,000,000 in during any fiscal year year), (f) any other Restricted Payment otherwise expressly permitted by the terms of this Agreement and the BorrowerPNC Credit Agreement and (g) the Restatement Effective Date Dividend.

Restricted Payments. The Borrower shall will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or permit make any distribution of the Restricted Subsidiaries so its Property to doits Equity Interest holders, except that except (i) 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, 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 preferred equity securities, Equity Interests payable solely in additional shares of its Equity Interests (vother than Disqualified Capital Stock); (ii) 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 Subsidiaries may declare and pay, and agree pay dividends or any other distributions to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree Guarantor with respect to make, payments on account of subordinated Indebtedness described in clause their Equity Interests; (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests make Restricted Payments in connection with stock option plans or common stock options from present or former officers, directors other benefit plans for management or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon and its Subsidiaries; (iv) the death, disability, retirement or Borrower may make Restricted Payments in connection with the termination of employment its directors’ or employees’ option agreement or restricted stock agreements under any of such officer, director or employee or pursuant to the terms of any Borrower’s incentive stock option plan or like agreementplans; provided, however, that the aggregate amount of payments under this clause (vii) shall amounts paid in respect thereof do not exceed $2,000,000 2,500,000; (v) after January 1, 2023, the Borrower may make Restricted Payments so long as, after giving effect thereto, the Payment Conditions are satisfied; and (vi) so long as no Event of Default has occurred and is continuing, the Borrower may make Restricted Payments to the extent necessary to permit Holdings: ​ ​ (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses ) and franchise Taxes, and similar fees and expenses required to maintain the organizational existence of Holdings, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any fiscal year reasonable and customary indemnification claim made by any director, officer, member of management, manager, employee and/or consultant of Holdings, in each case, to the extent attributable to the ownership or operations of Holdings and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than the Borrower and/or its Subsidiaries); (B) to discharge the consolidated, combined, unitary or similar U.S. federal, state or local Tax liabilities of Holdings and its subsidiaries when and as due, to the extent such liabilities are directly attributable to the income of the Borrower and/or any Subsidiary of the Borrower; provided that the amount of any such 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; (C) to pay audit and other accounting and reporting expenses of Holdings to the extent such expenses are attributable to the Holdings and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than the Borrower and/or its Subsidiaries); (D) to pay any insurance premium that is payable by, or attributable to, Holdings and/or its subsidiaries that is payable by Holdings (but excluding, for the avoidance of doubt, the portion of any such premium, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than the Borrower and/or its Subsidiaries); (E) to pay (x) reasonable fees and expenses related to any debt and/or equity offering, investment and/or acquisition (whether or not consummated) permitted hereunder and (y) charges related to compliance with the provisions of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended; and (F) to pay reasonable and customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of Holdings to the extent such salary, bonuses, severance and other benefits are attributable and reasonably allocated to the operations of the Borrower and/or its Subsidiaries, in the case of each of the foregoing clauses (A) through (F), so long as Holdings applies the amount of any such Restricted Payment for such purpose.

Restricted Payments. The Borrower shall not, and shall not declare cause or make, or agree to pay for or makepermit any Restricted Subsidiary to, directly or indirectly, any make a Restricted Payment, except: (a) the repurchase of Equity Interests deemed to occur upon the exercise of stock or permit any other equity options to the extent such Equity Interests represent a portion of the exercise price of those stock or other equity options and any repurchase or other acquisition of Equity Interests made in lieu of withholding taxes in connection with any exercise or exchange of stock options, warrants, incentives or other rights to acquire Equity Interests; (b) payments of cash, dividends, distributions, advances or other Restricted Subsidiaries so Payments by the Borrower or any Restricted Subsidiary to do, except that allow the payment of cash in lieu of the issuance of fractional shares upon (i) the Borrower exercise of options 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, warrants or (ii) the conversion or exchange of Equity Interests of any such Person; (c) payments to dissenting stockholders of the Restricted Subsidiaries may declare and pay dividends Borrower not to exceed $5,000,000 in the aggregate made (i) pursuant to applicable law or (ii) in connection with respect the settlement or other satisfaction of legal claims made pursuant to its equity securities to the Borrower or any in connection with a consolidation, merger or transfer of the other Restricted Subsidiaries, assets in connection with a transaction not prohibited by this Agreement; (iiid) the Borrower may 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto so long as no Potential Default or Event of Default shall have occurred and be continuing, the Borrower may declare and pay, and agree to declare and pay, directly continuing or indirectlyshall result therefrom, Restricted Payments Payments; provided that after giving effect thereto and any incurrence of Indebtedness in cash to its common shareholdersconnection therewith, (vix) the Borrower or any shall be in compliance on a Pro Forma Basis with the Financial Covenants and (y) Availability would equal not less than 10% of the Restricted Subsidiaries may make, and agree to make, payments on account Commitments; (e) any repurchase of subordinated Indebtedness described outstanding Equity Interests of the Borrower in clause exchange for Equity Interests (iiiother than Disqualified Stock) of the definition Borrower; (f) prepayment of “Restricted Payments” and permitted by the subordination terms applicable thereto and any Subordinated Obligations with Refinancing Indebtedness thereof; and (viig) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates repurchases of or trusts formed such persons) 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 of employment principal amount of such officerSubordinated Obligations in the event of an asset disposition, director or employee or pursuant in each case plus accrued and unpaid interest thereon, to the extent required by the terms of any stock option plan or like agreement; providedsuch Subordinated Obligations, however, that but only if the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 Borrower has complied with and fully satisfied its obligations in any fiscal year of the Borroweraccordance with Section 8.2.7 [Dispositions].

Restricted Payments. The Borrower shall not declare Declare or make, or agree permit any Subsidiary (other than any Subsidiary Outside Company) to pay for declare or make, directly or indirectly, any Restricted Payment, or incur, or permit any Subsidiary (other than any Subsidiary Outside Company) to incur, any obligation (contingent or otherwise) to do so, except that: (a) each Subsidiary may declare and make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower may make distributions to the Trust to permit the Trust to satisfy expenses of the Trust that relate to the Borrower and its Subsidiaries; (c) to the extent the 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 so may pay Integration Services Fees, in each case to dothe extent that (i) such fees are reasonable and customary based on the applicable acquisition or sale and (ii) such fees have been approved by the board of directors (or equivalent governing body) of the applicable Portfolio Company or Outside Company and by the compensation committee of the Borrower; (f) the Borrower may make Allocation Member Distributions; (g) the Borrower may make Restricted Payments if, except after giving effect thereto and the incurrence of any Indebtedness in connection therewith, (i) no Event of Default exists or would result therefrom (and, assuming any such incurrence of Indebtedness in connection therewith had occurred on the first day of the then most recently ended twelve-month period of the Borrower for which a Compliance Certificate has been delivered hereunder, the Borrower would be in compliance with Section 7.11(a) on a Pro Forma Basis), and (ii) either (A) the sum of (x) all cash and Cash Equivalents of the Borrower on deposit in an account that is with the Administrative Agent or is subject to a Qualifying Control Agreement plus (y) Unused Borrowing Availability is not less than $25,000,000, or (B) the Consolidated Fixed Charge Coverage Ratio for the twelve-month period for which financial statements have been most recently delivered in accordance with this Agreement, calculated on a Pro Forma Basis giving effect to any such Restricted Payment by the Borrower and all other such Restricted Payments by the Borrower during such period as charges in the denominator of the Consolidated Fixed Charge Coverage Ratio, is greater than 1.00 to 1.00; (h) each Portfolio Company may purchase or redeem shares of its preferred stock from any one or more shareholders: (i) with Intercompany Debt permitted hereunder if, after giving effect thereto and the incurrence of any Indebtedness in connection therewith, (A) no Event of Default exists or would result therefrom, (B) the Consolidated Total Leverage Ratio as of the last day of the most recently ended twelve-month period for which financial statements have been delivered hereunder (calculated on a Pro Forma Basis assuming any such incurrence of Indebtedness in connection therewith had occurred on the first day of such period) is less than 2.00 to 1.00, and (C) the sum of (x) all cash and Cash Equivalents of the Borrower on deposit in an account that is with the Administrative Agent or is subject to a Qualifying Control Agreement plus (y) Unused Borrowing Availability is not less than $25,000,000; (ii) [reserved]; and (iii) with proceeds (net of reasonable direct costs incurred in connection therewith, including legal, accounting and investment banking fees, professional fees and expenses, and taxes paid or reasonably estimated by the Borrower to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements)) of a sale or issuance by the Trust of common Equity Interests in the Trust, which proceeds are contributed by the Trust to the Borrower and further contributed by the Borrower to such Portfolio Company and actually used by such Portfolio Company to purchase or redeem shares of its preferred stock substantially concurrently with such sale or issuance and contributions; (i) each Portfolio Company may purchase or redeem shares of its common and/or preferred Equity Interests from any one or more minority shareholders in unlimited amounts, provided that no such purchase or redemption shall be made by a Portfolio Company unless (A) such Portfolio Company is in compliance with the financial covenants under its Intercompany Debt Documents on a pro forma basis after giving effect to such proposed purchase or redemption, (B) no Event of Default exists or would result therefrom and (C) after giving effect to such to such proposed purchase or redemption and the incurrence of any Indebtedness in connection therewith, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.11 recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement; (j) to the extent due and payable and permitted under the applicable subordination provisions thereof, the Portfolio Companies may make regularly scheduled payments in respect of Permitted Earn Out Obligations, provided that (i) the amount of revolver borrowing availability under the Intercompany Debt Documents between the Borrower or any and the applicable Portfolio Company after giving effect to such payment shall be not less than the product of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities payable solely in additional shares Portfolio Company EBITDA of such equity securitiesPortfolio 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) any of such Portfolio Company is in compliance with the Restricted Subsidiaries may declare and pay dividends with respect financial covenants under its Intercompany Debt Documents on a pro forma basis after giving effect to its equity securities to the Borrower or any of the other Restricted Subsidiariessuch payment, (iii) the Borrower may make, no Event of Default exists or would result therefrom 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) after giving effect to such to such payment, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.11 recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement; and (k) the Borrower and each Subsidiary may declare and pay dividends with respect to its preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto no Default make dividend payments 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 other distributions payable solely in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the BorrowerPerson.

Restricted Payments. The Borrower shall Each Loan Party will not, and will not declare or makepermit any of its Subsidiaries to, or agree to pay for or make, directly or indirectly, make any Restricted Payment; provided, that so long as it is permitted by law, (a) Borrowers may make distributions to Parent, and Parent may use such amounts to make distributions to former employees, officers, or permit directors of Parent or any of its Subsidiaries (or any spouses, ex-spouses, or estates of any of the Restricted Subsidiaries so to do, except that (iforegoing) 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, and agree to make, payments on account of liabilities described in redemptions of Equity Interests 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 (vij) of the definition of “Permitted Indebtedness” contained herein , does not exceed $250,000 in the aggregate, (b) Borrowers may make distributions to 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 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) Parent may pay dividends solely in the form of Equity Interests of any class of the Parent’s common equity, (d) Restricted Payments may be made by any Subsidiary to 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 permitted by Section 7.1, other wholly owned Subsidiaries of the Parent, (ive) the Borrower Parent may declare and pay dividends 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 respect 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 its preferred time to participants in equity securitiescompensation plans of the Parent not to exceed $2,000,000 in the aggregate in any period of 12 consecutive fiscal months of the Parent, (v) if at the time thereof and immediately after giving effect thereto provided that no Default or Event of Default shall have occurred and be continuingcontinuing 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 Borrower may declare and paydate of payment of any such Restricted Payment, and agree to declare and payafter giving effect thereto, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any each of the Restricted Subsidiaries may makePayment Conditions shall have been satisfied, and agree to make, payments on account of subordinated Indebtedness described in clause (iiiii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or Payments made pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (viif) during the first year after the date of this Agreement shall not exceed (A) $2,000,000 2,500,000 in the aggregate and (B) $625,000 during any fiscal year quarter of the Borrowersuch year.

Restricted Payments. The Borrower Parent shall not, and shall not permit any of its Subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, make any Restricted Payment; provided, or permit any of however, that the Restricted Subsidiaries so to do, except that (i) the Borrower or any of the Restricted Parent and its Subsidiaries may declare and pay dividends with respect to its equity securities payable solely in additional shares make the following Restricted Payments so long as no Default or Event of such equity securities, Default would result therefrom: (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, 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, (iva) the Borrower may declare and pay cash dividends to the Parent and other 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 preferred equity securitiesshareholders in an 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 declare and pay 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 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; (vc) the Parent, the Borrower or any 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 pay Restricted Payments to the Parent, the Borrower or any other Subsidiary. Notwithstanding the foregoing, but subject to the following sentence, if at the time thereof and immediately after giving effect thereto no a Default or Event of Default shall have occurred and be continuingexists, the Borrower may only declare and paymake cash distributions to the 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 agree the Parent may so distribute, an aggregate amount not to declare and payexceed 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), directly Section 10.1.(b), Section 10.1.(f) or indirectlySection 10.1.(g) shall exist, Restricted Payments in cash to its common shareholders, (vi) or if as a result of the Borrower or occurrence of any other Event of Default any of the Restricted Subsidiaries may makeObligations have been accelerated pursuant to Section 10.2.(a), the Parent shall not, and agree shall not permit any Subsidiary to, make any Restricted Payments to make, payments on account of subordinated Indebtedness described in clause (iii) of any Person other than to the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower Parent or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the BorrowerSubsidiary.

Restricted Payments. The Borrower shall not declare or make, or agree to pay for Declare or make, directly or indirectly, any Restricted Payment, or permit except that: (a) each Subsidiary of a Loan Party may make Restricted Payments to its direct equity holders, and any of the Non-Guarantor Subsidiary may make Restricted Subsidiaries so Payments to do, except that another Non-Guarantor Subsidiary; (ib) the Borrower or any of the Restricted Subsidiaries Loan Parties and each Subsidiary thereof may declare and pay dividends with respect to its equity securities make dividend payments or other distributions payable solely in additional shares the stock or other Equity Interests of such equity securitiesPerson; (c) to the extent actually used by Holdings to pay such taxes, (ii) any of costs and expenses, the Restricted Loan Parties and their Subsidiaries may declare and make Restricted Payments to or on behalf of Holdings in an amount necessary to pay dividends with respect to its equity securities to the Borrower Permitted Holdings Expenses; (d) so long as no Specified Default has occurred or any of the other Restricted Subsidiaries, (iii) the Borrower may 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 preferred equity securities, (v) if at the time thereof and immediately is continuing or would result after giving effect thereto no Default on a pro forma basis, payments to Holdings to permit Holdings (or Event of Default shall have occurred and be continuing, the Borrower may declare and payits direct parent company), and agree the subsequent use of such payments by Holdings (or its direct parent company), to declare and payrepurchase or redeem Qualified Capital Stock of Holdings (or its direct parent company) held by officers, directly directors or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present employees or former officers, directors or employees (or heirs oftheir transferees, estates of or trusts formed such personsbeneficiaries under their estates) of the Borrower Holdings or any Subsidiary thereof, upon the their death, disability, retirement retirement, severance or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreementservice; provided, however, provided that the aggregate amount of cash consideration paid for all such redemptions and payments under this clause (vii) shall not exceed $2,000,000 5.0 million; (e) 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 taxes); (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 actually used by Holdings to (i) pay interest payments when due in respect of (A) Certain Holdings Indebtedness or any fiscal year Indebtedness incurred by Holdings to refinance such Certain Holdings Indebtedness and (B) any Indebtedness incurred by Holdings to refinance the Loans, and (ii) pay obligations owing in respect of any Specified Holdings Indebtedness or renewals and extensions thereof; and (g) so long as no Default or Event of Default has occurred and is continuing, the repayment of intercompany Indebtedness owed to Holdings with, or the distribution or loan to Holdings by a Loan Party of amounts received by the Subsidiary of the BorrowerBorrower organized in Hong Kong from the affiliated Non-Loan Party organized in Spain constituting the repayment of intercompany Indebtedness outstanding on the Closing Date; provided that such amounts are applied first to the outstanding balance owed under the Delaware Note, if any, to reduce the Delaware Note on a dollar for dollar basis.

Restricted Payments. The Borrower (a) None of the Guarantors shall, and the Company shall cause the Guarantors not declare or make, or agree to pay for or maketo, directly or indirectly: (1) (i) declare or pay any dividend or make any distribution of Collateral to any Person other than a Guarantor or (ii) make any Investment of Collateral, other than an Investment in a Guarantor; provided, that any Restricted Paymentdistribution of Collateral to a Subsidiary that is not a Guarantor or any Investment of Collateral in a Subsidiary that is not a Guarantor are permitted so long as such Subsidiary executes and delivers a supplemental indenture to this Indenture providing for a guarantee by such Subsidiary and that the applicable Subsidiary or such Guarantor receiving Collateral shall have concurrently therewith executed any and all documents, financing statements, agreements and instruments, and taken all further action that may be required under applicable law (to the extent required under this Indenture and/or the Security Documents) in order to grant and perfect a first-priority Lien in such Collateral for the benefit of the Notes, in each case, pursuant to Section 4.17 hereof; or (2) use any Collateral to purchase, redeem or permit otherwise acquire for value any Equity Interests of an Equity Pledge Guarantor or any direct or indirect parent of an Equity Pledge Guarantor. (b) The Company shall not, directly or indirectly (including through its Subsidiaries), declare or pay any dividend on or make any other payment or distribution (whether made in cash, securities or other property) with respect to any of the Restricted Subsidiaries so Company’s Capital Stock (including, without limitation, any payment in connection with any merger or consolidation involving the Company) to dothe direct or indirect holders of the Company’s Capital Stock in their capacity as holders. The foregoing provisions do not prohibit: (a) the payment by the Company of any dividend within 60 days after the date of its declaration if at such date of its declaration such payment would have been permitted by the provisions of this Section 4.11; (b) making dividends, except that payments or distributions by the Company payable solely in common Equity Interests of the Company; (c) repurchases of Equity Interests deemed to occur upon (i) the Borrower exercise of stock options, warrants or any convertible securities issued as compensation if such Equity Interests represent a portion of the Restricted Subsidiaries may declare exercise price thereof and pay dividends with respect to its equity securities payable solely in additional shares of such equity securities, (ii) the withholding of a portion of the Equity Interests granted or awarded to an employee to pay taxes associated therewith (or a dividend or distribution to finance such a deemed repurchase by the Company); and (d) making payments to any future, current or former employee, director, officer, member of management or consultant of the Company, any of the Restricted its 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, 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 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 cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any management equity plan or stock option plan or like agreement; providedany other management or employee benefit plan or agreement or any equity subscription or equity holder agreement and any other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with any such employees, howeverdirectors, that the officers, members of management or consultants, in an aggregate amount of payments under this clause (vii) shall not to exceed $2,000,000 in any fiscal year of the Borrower100.0 million per calendar year.

Restricted Payments. The Borrower shall not declare or makeCredit Parties will not, or agree to pay for or makenor will they permit any Subsidiary to, directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment; provided, that (a) the Company may make repurchases, redemptions or permit any other acquisitions of the Restricted Subsidiaries its Equity Interests so to do, except that long as (i) the Borrower no Default or any Event of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities payable solely in additional shares of such equity securitiesDefault has occurred or would result therefrom, (ii) any of the Company will be in compliance with the financial covenants set forth in Section 5.9 on a Pro Forma Basis after giving effect to such Restricted Subsidiaries may declare Payment and pay dividends with respect to its equity securities to the Borrower or any of the other Restricted Subsidiaries, (iii) the Borrower may make, and agree to make, payments on account of liabilities described in clause (vi) of amount paid by the definition of “Indebtedness” contained herein and permitted by Section 7.1, (iv) the Borrower may declare and pay dividends Company with respect to its preferred equity securitiessuch repurchases, redemptions or other acquisitions during the term of this Agreement shall not exceed an aggregate amount equal to $100,000,000, (vb) if at the time thereof and immediately after giving effect thereto 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 Default shall have occurred and be continuingthen exist or would exist after giving effect to such Restricted Payment, (c) the Borrower Company may declare and pay, and agree to declare and pay, directly make dividend payments or indirectly, Restricted Payments other distributions payable solely in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower Company, (d) the Company may make payments on, repurchases, redemptions or any Subsidiary upon other acquisitions of its Equity Interests that are in the deathform of convertible Indebtedness of the Company as a result of the exercise of conversion rights by the holder thereof, disability, retirement (e) Subsidiaries of the Company may declare and make dividend payments or termination of employment of such officer, director or employee or pursuant other distributions to the terms Company or other Subsidiaries of any stock option plan the Company, (f) Subsidiaries of the Company that are not Guarantors may declare and make dividend payments or like agreementother 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, howeverthat, that the aggregate amount of payments under with respect to this clause (viig), (i) the Company shall not exceed $2,000,000 be in any fiscal year of compliance with the Borrowerfinancial 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 shall not declare or make, or agree to pay for Declare or make, directly or indirectly, any Restricted Payment, or permit incur any of the Restricted Subsidiaries so obligation (contingent or otherwise) to dodo so, or issue or sell any Equity Interests or accept any capital contribution, except that (i) 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 securitiesthat, (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, 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto so long as no Default or Event of Default shall have occurred and be continuingcontinuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) each Subsidiary of a Loan Party may make Restricted Payments to any Loan Party (other than Parent, unless either (i) the Borrower Restricted Payment Conditions are satisfied, or (ii) such Restricted Payments are made to pay or reimburse the Parent for expenses incurred in the ordinary course of the Parent’s business, as conducted on the date hereof); (b) the Loan Parties and each Subsidiary may declare and pay, and agree to declare and pay, directly make dividend payments or indirectly, Restricted Payments other distributions payable solely in cash to its the common shareholders, (vi) the Borrower stock or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase other common Equity Interests or common stock options from present or former officersof such Person; (c) the Loan Parties may issue and sell Equity Interests provided (and the 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, directors or employees all dividends in respect of which are to be paid (or heirs ofand all other payments in respect of which are to be made) shall be in additional shares of such Equity Interests, estates in lieu of or trusts formed cash, (B) such persons) Equity Interests shall not be subject to redemption other than redemption at the option of the Borrower or any Subsidiary upon the deathLoan Party issuing such Equity Interests, disability, retirement or termination of employment and (C) all payments in respect of such officerEquity Interests are expressly subordinated to the Obligations, director and (ii) no Loan Party shall issue any additional Equity Interests in a Subsidiary; (d) the Loan Parties may issue and sell Equity Interests (other than Disqualified Stock), and the Loan Parties may accept any capital contribution made in connection with any such issuance and sale, provided that no Subsidiary of any Loan Party shall issue any additional Equity Interests except to a Loan Party; (e) if the Restricted Payment Conditions are satisfied, (i) the Loan Parties and each Subsidiary may purchase, redeem or employee otherwise acquire Equity Interests issued by it, and (ii) the Parent may declare or pay cash dividends to its shareholders; and (f) to the extent constituting Restricted Payments, the Loan Parties and their Subsidiaries may enter into transactions expressly permitted pursuant to Section 7.04. The Loan Parties shall provide the terms Collateral Agent (i) with written notice of any stock option plan or like agreement; providedRestricted Payment, howeverin each case as otherwise permitted pursuant to this Section 7.06(e), that no less than five (5) days prior to the aggregate amount of payments under this clause making thereof and (viiii) with written confirmation (which shall not exceed $2,000,000 in any fiscal year include a fed reference number, if applicable) on the date of the Borrowermaking of any such Restricted Payment.

Restricted Payments. The Borrower Holdings shall not declare not, nor shall it permit any Subsidiary to, declare, pay or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit any Payment except that: (a) each Subsidiary of the Borrower may make Restricted Payments to the Borrower, any Subsidiaries so of the Borrower that is a Guarantor and any other Person that owns a direct Equity Security in such Subsidiary, rateably according to do, except that their respective holdings of the type of Equity Security in respect of which such Restricted Payment is being made; (b) Holdings and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Securities of such Person; (c) Holdings may distribute rights pursuant to any existing shareholder rights plan or redeem such rights in accordance with the terms of any such existing shareholder rights plan; (d) the Borrower may make Restricted Payments to Holdings to pay general corporate and overhead expenses and other administrative expenses of Holdings and to make customary indemnification payments to officers and directors of Holdings in an aggregate amount for this clause (d) not to exceed $5,000,000 for each fiscal year of Holdings; (e) the Borrower may make (i) any mandatory or scheduled payment on the First Lien Notes, Subscription Receipts, Senior Secured Notes or other Subordinated Indebtedness, and (ii) any optional payment constituting an Early Retirement of (A) Subordinated Indebtedness owing by the Borrower or any Subsidiary that is otherwise permitted hereunder, (B) the Senior Secured Notes and (C) the First Lien Notes; provided that in the case of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities payable solely in additional shares of such equity securities, this clause (ii) after giving effect thereto the Payment Conditions are satisfied; (f) the Loan Parties may make any payment constituting an Early Retirement of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities to the Borrower Indebtedness as a result of a refinancing, refunding, extension, defeasance, discharge, renewal or any replacement of the other Restricted Subsidiaries, Indebtedness that is permitted by Section 5.1; (iiig) the Borrower may makemake Restricted Payments to Holdings (and Holdings may make Restricted Payments to its Parent) (i) to enable Holdings (or its Parent) to redeem or repurchase Equity Securities from officers, and agree to makedirectors, payments on account employees or consultants of liabilities described Holdings or its Subsidiaries, upon termination of employment or service, in clause connection with the exercise of stock options, stock appreciation rights or other equity incentives or equity based incentives, or in connection with the death or disability of such officers, directors, employees or consultants; provided that in all such cases the aggregate amount paid in respect of all such shares so redeemed or repurchased does not exceed $2,500,000 in the aggregate in any fiscal year; (viii) that consist of the definition cancellation of “Indebtedness” contained herein 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 permitted by Section 7.1(iii) arising from repurchases of Equity Securities deemed to occur upon the exercise of stock options if such stock represents a portion of the exercise price thereof; (i) Holdings may (A) make regularly scheduled payments of interest in respect of any Permitted Convertible Indebtedness and (B) make cash payments in connection with any conversions of Permitted Convertible Indebtedness (provided that, in the case of each of (ivA) the Borrower may declare and pay dividends with respect to its preferred equity securities(B), (v) if at the time thereof other than cash payments in lieu of fractional shares upon conversion, both immediately prior and immediately after giving effect thereto to any such payment, (x) no Default or Event of Default shall have occurred and be continuing, continuing or result therefrom and (y) the Borrower may declare and payPayment Conditions are satisfied), and agree to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (viiii) the Borrower may repurchase common Equity Interests distribute to Holdings cash in amounts necessary to enable Holdings to make any payment referred to in the foregoing clause (i); (i) Restricted Payments that constitute, or common stock options from present or former officers, directors or employees (or heirs are part of, estates the Skate Acquisition, including pursuant to any rights offering that is made in connection with such transaction and/or a redemption of or trusts formed such personsrights; (j) any release of the Borrower proceeds thereof and retirement of the Subscription Receipts in accordance with their terms, or any Subsidiary upon exchange of Subscription Receipts for First Lien Notes; and (k) other Restricted Payments during the death, disability, retirement or termination term 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 this Agreement in an aggregate amount of payments under this clause (vii) shall not to exceed $2,000,000 in any fiscal year of 10,000,000 plus, so long as immediately before and immediately after giving effect thereto on a Pro Forma Basis the BorrowerPayment Conditions are satisfied, the Additional Available Amount on the date such Restricted Payment is made.

Restricted Payments. The Borrower shall not declare Declare or makepay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or agree to pay make any payment on account of, or set apart assets for a sinking or makeother analogous fund for, directly the purchase, redemption, defeasance, retirement or indirectlyother acquisition of, any Restricted Payment, or permit any Capital Stock of the Restricted Subsidiaries so to do, except that (i) the Borrower or any of its Subsidiaries, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any of its Subsidiaries (collectively, “Restricted Subsidiaries Payments”), except: (a) the Borrower may declare make payments and pay dividends other distributions to Holdings (or its designee) contemplated by and in accordance with respect Section 4.19; (b) so long as the Distribution Conditions are satisfied as of the date of any Restricted Payment the Borrower may make payments and other distributions to the Sponsor (or its equity securities payable solely designee) contemplated by and in additional shares accordance with Section 3.8(b) of such equity securities, the Depositary Agreement; (iic) any Subsidiary of the Borrower may make Restricted Subsidiaries may declare and pay dividends with respect to its equity securities Payments to the Borrower or any of the other Restricted Subsidiaries, Subsidiary Guarantor; (iiid) the Borrower may makemake payments to Holdings (or its designee) to reimburse Holdings for general and administrative costs of the Project directly incurred by Holdings and other corporate overhead expenses in the ordinary course of business not to exceed $1,000,000 in any fiscal year; (e) the Borrower may reimburse any Affiliate of the Borrower for the costs of obtaining, maintaining, renewing and agree amending 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) so long as no Event of Default shall have occurred and be continuing, the Borrower may make payments and other distributions to make, payments on account Holdings or its Affiliates (or their respective designees) at any time equal to the amount of liabilities any taxes described in clause (via) of the definition of “IndebtednessNet Cash Proceeds” contained herein (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 pursuant to Section 7.1, 7.5(i)); (iv) the Borrower may declare and pay dividends with respect to its preferred equity securities, (vg) 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 payBorrower, and agree to declare and payin connection with any Specified Asset Disposition, directly or indirectly, Restricted Payments any amount of Net Cash Proceeds in cash to its common shareholders, (vi) the Borrower or any excess of the Restricted Subsidiaries may makeSpecified AD Prepayment Amount relating thereto; and (h) if no Default or Event of Default shall have occurred and be continuing, and agree to makethe Borrower, payments on account in connection with any PPA Buyout, any amount of subordinated Indebtedness described Net Cash Proceeds in clause (iii) excess of the definition PPA Buyout Prepayment Amount relating thereto (which, for the avoidance of “Restricted Payments” and permitted by doubt, is subject to the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) application of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause Net Cash Proceeds in Section 2.9(a)(iv)(B)). 105 Sunshine (viiNational) shall not exceed $2,000,000 in any fiscal year of the Borrower.– Credit Agreement

Restricted Payments. The Borrower shall not declare or make, or agree to pay for Declare or make, directly or indirectly, any Restricted Payment, or permit incur any of the Restricted Subsidiaries so obligation (contingent or otherwise) to dodo so, except that so long as no Event of Default has occurred and is continuing: (ia) the Borrower or any of the Restricted Subsidiaries each Subsidiary may declare and pay dividends with make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect to its equity securities of which such Restricted Payment is being made; (b) the Parent Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in additional shares common Equity Interests of such equity securities, Person; (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, (iiic) the Borrower may 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 Parent Borrower may declare and pay dividends make dividend payments and may issue and make redemptions of stock or other ownership interests in accordance with respect 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 its preferred equity securitiesa counterparty under a Permitted Bond Hedge Transaction, (vB) if at any payment in connection with a Permitted Warrant Transaction (x) by delivery of shares of the time Parent Borrower’s common stock upon net share settlement thereof and immediately after giving effect thereto no Default or Event (y) by set-off and/or payment of Default shall have occurred and be continuing, 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 paymake 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 agree to declare and payeach Subsidiary may purchase, directly redeem or indirectly, Restricted Payments in cash to otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common shareholders, (vi) the Borrower stock or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase other common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the BorrowerInterests.

Restricted Payments. The Borrower shall not declare Declare or makepay any dividend on, or agree to pay make any payment on account of, or set apart assets for a sinking or makeother analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of Holdings, the Borrower or any of the Restricted Subsidiaries, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, any Restricted Paymentwhether in cash or property or in obligations of Holdings, or permit any of the Restricted Subsidiaries so to do, except that (i) the Borrower or any of the Restricted Subsidiaries (collectively, “Restricted Payments”), except that: (a) any Restricted Subsidiary may declare and pay dividends with respect make Restricted Payments to its the Borrower, any Subsidiary Guarantor or the equity securities payable solely in additional shares holders of such equity securitiesRestricted Subsidiary; provided that (i) such Restricted Payments shall be made ratably based on the relevant ownership percentages of the Capital Stock, (ii) any 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 Restricted Subsidiaries may declare and pay dividends with respect to its equity securities to the Borrower or any of the other Restricted SubsidiariesAvailable Amount, (iii) the Borrower may 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 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 continuingcontinuing before and after giving effect to such Restricted Payments and (iv) 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. (b) (i) Non-Guarantor Subsidiaries of the Borrower that are Domestic Subsidiaries may make Restricted Payments to other 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 make Restricted Payments to Holdings to permit Holdings to pay (i) any taxes (at the then applicable rate) which are due and payable by Holdings (or any of the direct or indirect equity holders of Holdings) and the Borrower and their applicable Subsidiaries to the extent such taxes are attributable to the Borrower or the Restricted Subsidiaries, (ii) ordinary course corporate operating expenses and customary corporate indemnities owing to directors of Holdings, the Borrower or the Restricted Subsidiaries or their respective Affiliates in the ordinary course of business 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 declare and pay, and agree to declare and pay, directly or indirectly, (x) make Restricted Payments in cash to Holdings to permit Holdings to purchase its common shareholdersCapital Stock from present or former officers, consultants, directors or employees (viand their spouses, former spouses, heirs, estates and assigns) of Holdings, the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement engaging in competitive activity or termination of employment of such officer, director director, consultant or employee or pursuant to any equity subscription, shareholder, employment or other agreement, (y) purchase Capital Stock of the terms 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 stock option plan of the Restricted Subsidiaries upon the death, disability, engaging in competitive activity or like agreementtermination 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, however, provided that the aggregate amount of payments Restricted Payments under this clause (viid) shall not exceed the sum of (A) $2,000,000 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 in lieu of fractional shares in connection with any fiscal year of the Borrowerdividend, split or combination thereof or any Permitted Acquisition, in each case, otherwise permitted hereunder.

Restricted Payments. The Borrower shall not declare Declare or makepay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or agree to pay make any payment on account of, or set apart assets for a sinking or makeother analogous fund for, directly the purchase, redemption, defeasance, retirement or indirectlyother acquisition of, any Restricted Payment, or permit any Capital Stock of the Restricted Subsidiaries so to do, except that (i) the Borrower or any of its Subsidiaries, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any of its Subsidiaries (collectively, “Restricted Subsidiaries Payments”), except: (a) the Borrower may declare make payments and pay dividends other distributions to Holdings (or its designee) contemplated by and in accordance with respect Section 4.19; (b) so long as the Distribution Conditions are satisfied as of the date of any Restricted Payment the Borrower may make payments and other distributions to the Sponsor (or its equity securities payable solely designee) contemplated by and in additional shares accordance with Section 3.8(b) of such equity securities, the Depositary Agreement; (iic) any Subsidiary of the Borrower may make Restricted Subsidiaries may declare and pay dividends with respect to its equity securities Payments to the Borrower or any of the other Restricted Subsidiaries, Subsidiary Guarantor; (iiid) the Borrower may makemake payments to Holdings (or its designee) to reimburse Holdings for general and administrative costs of the Project directly incurred by Holdings and other corporate overhead expenses in the ordinary course of business not to exceed $500,000 in any fiscal year; (e) the Borrower may reimburse any Affiliate of the Borrower for the costs of obtaining, maintaining, renewing and agree amending 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) so long as no Event of Default shall have occurred and be continuing, the Borrower may make payments and other distributions to make, payments on account Holdings or its Affiliates (or their respective designees) at any time equal to the amount of liabilities any taxes described in clause (via) of the definition of “IndebtednessNet Cash Proceeds” contained herein (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 pursuant to Section 7.1, 7.5(i)); 104 Sunshine (ivNortheast) the Borrower may declare and pay dividends with respect to its preferred equity securities, – Credit Agreement (vg) 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 payBorrower, and agree to declare and payin connection with any Specified Asset Disposition, directly or indirectly, Restricted Payments any amount of Net Cash Proceeds in cash to its common shareholders, (vi) the Borrower or any excess of the Restricted Subsidiaries may makeSpecified AD Prepayment Amount relating thereto; and (h) if no Default or Event of Default shall have occurred and be continuing, and agree to makethe Borrower, payments on account in connection with any PPA Buyout, any amount of subordinated Indebtedness described Net Cash Proceeds in clause (iii) excess of the definition PPA Buyout Prepayment Amount relating thereto (which, for the avoidance of “Restricted Payments” and permitted by doubt, is subject to the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) application of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 Net Cash Proceeds in any fiscal year of the BorrowerSection 2.9(a)(iv)(B)).

Restricted Payments. The Borrower shall will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that (i) 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, 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, (iva) the Borrower may declare and pay dividends with respect to its preferred equity securitiesEquity Interests, make any other Restricted Payments, payable solely in additional shares of its common stock, (vb) if Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (d) so long as, at the time thereof any such Restricted Payment is made and immediately after giving effect (including pro forma effect) thereto (and to the incurrence of any Indebtedness in connection therewith) (i) no Default or Event of Default shall have occurred and be is continuing, (ii) the Total Net Leverage Ratio is not greater than 2.50 to 1.00 and (iii) the Borrower is in compliance with the Senior Secured Leverage Ratio and the Fixed Charge Coverage Ratio, the Borrower and its Subsidiaries may declare and pay, and agree to declare and pay, directly or indirectly, make other Restricted Payments in cash to its common shareholdersPayments, (vie) 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 or and any of the Restricted Subsidiaries may makerepurchase 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 agree to makeis continuing or would arise after giving effect (including pro forma effect) thereto, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower and any Subsidiaries may repurchase common purchase Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment or service of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; providedemployee, however, that the in an aggregate amount not exceeding $5,000,000 in any fiscal year of payments under this clause the Borrower and (viig) shall so long as no Default or Event of Default has occurred and is continuing or would arise after giving effect (including pro forma effect) thereto, the Borrower and any Subsidiaries may make other Restricted Payments in an aggregate amount not exceed exceeding $2,000,000 15,000,000 in any fiscal year of the Borrower.

Restricted Payments. The Borrower shall Parent Guarantor will not, and will not declare permit Lessee or makeany other Subsidiary to, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that (i) the Borrower or any of the Restricted Subsidiaries Parent Guarantor may declare and pay dividends or make other Restricted Payments with respect to its equity securities Equity Interests payable solely in additional shares of such equity securitiesEquity Interests, (ii) any the Parent Guarantor 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 Restricted Subsidiaries may declare and pay dividends exercise price of such options or warrants or with respect to its equity securities to the Borrower or any proceeds received from the substantially concurrent issue of the other Restricted Subsidiariesnew Equity Interests, (iii) the Borrower Parent Guarantor may make, and agree to make, make cash payments (A) on account of liabilities described securities convertible into or exchangeable for Equity Interests in clause the Parent Guarantor in accordance with their terms or (viB) in lieu of the definition issuance of “Indebtedness” contained herein and permitted by Section 7.1fractional 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 Parent Guarantor, (iv) the Borrower Subsidiaries may declare and pay (A) make dividends or other distributions to their respective equityholders with respect to its preferred equity securitiestheir 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) 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 Parent Guarantor may declare and pay, and agree to declare and pay, directly or indirectly, make Restricted Payments in cash to its common shareholders(A) for the repurchase, (vi) the Borrower retirement or any other acquisition or retirement for value of Equity Interests of the Restricted Subsidiaries may makeParent Guarantor from any future, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officersemployee, directors officer, director, manager or employees (or heirs of, estates of or trusts formed such persons) consultant of the Borrower Parent Guarantor or any Subsidiary upon the death, disability, retirement or termination of employment of any such officer, director Person or employee or (B) pursuant to the terms of and in accordance with any agreement (including any employment agreement), stock option plan or like agreement; providedstock ownership plans, howeverincentive plans or other benefit plans, that in each case for future, present or former directors, officers, managers, employees or consultants of the Parent Guarantor and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing), (vi) the Parent Guarantor and its Subsidiaries may make any other Restricted Payment so long as no Event of 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 payments under all such Restricted Payments pursuant to this clause (viivi) shall not exceed $2,000,000 in during any fiscal year of the BorrowerParent 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, as the case may be, if at the date of declaration or notice such Restricted Payment would have complied with the provisions of this Guaranty (including the other provisions of this Section 9(d)).

Restricted Payments. (a) The Borrower shall not and shall not permit any of the Restricted Subsidiaries to declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit incur any of the Restricted Subsidiaries so obligation (contingent or otherwise) to dodo so, except that that: (i) the Borrower or any of the and each Restricted Subsidiaries Subsidiary may declare and pay dividends with respect to its equity securities or other distributions payable solely in additional shares the common partnership interests, common stock, or other common equity interests of the Borrower or such equity securitiesRestricted Subsidiary, provided that Borrower’s interest in such Restricted Subsidiary is not diminished thereby (other than Disqualified Interests); (ii) any of the each Subsidiary may make Restricted Subsidiaries may declare and pay dividends with respect to its equity securities Payments 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 any other Equity Interests of the other Restricted Subsidiaries, payor Subsidy on a pro rata basis based on their relative ownership interests); (iii) the Borrower and each Restricted Subsidiary that is a Guarantor may makepurchase, and agree redeem or otherwise acquire shares of its common stock or other common equity interests or warrants or options to make, payments on account acquire any such shares with the proceeds received from the substantially concurrent issue of liabilities described in clause new shares of its common stock or other common equity interests (vi) of the definition of “Indebtedness” contained herein and permitted by Section 7.1, other than Disqualified Interests); and (iv) the Borrower and each Restricted Subsidiary may declare and pay dividends with respect to its 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, make Restricted Payments in cash addition to its common shareholdersthose listed above if, (vi) both before and after the Borrower or any declaration and the making thereof, all of the Restricted Subsidiaries may make, following conditions are satisfied: (A) The representations and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) warranties of the Borrower and the General Partner contained in Article V or any Subsidiary upon other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the death, disability, retirement or termination of employment date of such officerRestricted Payment, director or employee or except to the extent that such representations and 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 (a) and 068800 000057 DALLAS 1872243.4 (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to the terms clauses (a) and (b), respectively, of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the BorrowerSection 6.01.

Restricted Payments. The Borrower shall will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit return any of the Restricted Subsidiaries so to do, except that (i) the Borrower or any of the Restricted Subsidiaries may declare and pay dividends with respect capital to its equity securities payable solely in additional shares stockholders or make any distribution of such equity securities, (ii) any of the Restricted Subsidiaries may declare and pay dividends with respect its Property to its equity securities to the Borrower or any of the other Restricted SubsidiariesEquity Interest holders, except: (iii) the Borrower may 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, (iva) the Borrower may declare and pay dividends and distributions with respect to its preferred equity securitiesEquity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock); (b) Subsidiaries may declare and pay dividends to other Loan Parties ratably with respect to their Equity Interests; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its common or subordinated Equity Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Equity Interests; (vd) if the Borrower may declare and pay quarterly cash distributions of Available Cash to the holders of any Equity Interests in the Borrower in accordance with the Borrower’s Organization Documents; provided, that no Default exists at the time thereof and immediately of or after giving effect thereto no Default or Event to such Restricted Payment; (e) substantially contemporaneously with the consummation of Default shall have occurred and be continuingthe Specified Transactions on the Closing Date, the Borrower may declare and pay, and agree to declare and pay, directly or indirectly, pay Restricted Payments in cash to its common shareholders, the extent required pursuant to the Contribution Agreement; (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (viif) the Borrower may repurchase common Equity Interests make Restricted Payments pursuant to and in connection with long-term incentive plans or common stock options from present other benefit plans or former officersarrangements for directors, directors management, employees or employees (or heirs of, estates of or trusts formed such persons) consultants of the Borrower and its Subsidiaries; (g) the Borrower may make Restricted Payments to redeem its Equity Interests that are held at such time by “Ineligible Holders” (as defined in the Partnership Agreement) pursuant to Section 4.10 of the Partnership Agreement; (h) so long as no Default has occurred and is 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 Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant Plan and (ii) to the terms of any extent such payments are deemed to be Restricted Payments, the Borrower may make payments under stock option plan appreciation rights, phantom stock or like agreementother similar cash settled interests issued under the Borrower’s long term incentive program; provided, however, provided that the aggregate amount of payments Restricted Payments made under this clause (viih) shall not exceed $2,000,000 in 3,000,000 during any fiscal year year; and (i) payments of cash, dividends, distributions, advances or other Restricted Payments by the Borrower to allow the payment of cash in lieu of the Borrowerissuance of fractional units upon the exercise of options or warrants.

Restricted Payments. The Borrower shall will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that (i) 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, 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, (iva) the Borrower may declare and pay dividends with respect to its preferred equity securitiesEquity Interests, make any other Restricted Payments, payable solely in additional shares of its common stock, (vb) if Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (d) so long as, at the time thereof any such Restricted Payment is made and immediately after giving effect (including pro forma effect) thereto (and to the incurrence of any Indebtedness in connection therewith) (i) no Default or Event of Default shall have occurred and be is continuing, (ii) the Total Net Leverage Ratio is not greater than 2.50 to 1.00 and (iii) the Borrower is in compliance with the financial covenants set forth in Section 6.11, the Borrower and its Subsidiaries may declare and pay, and agree to declare and pay, directly or indirectly, make other Restricted Payments in cash to its common shareholdersPayments, (vie) 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 or and any of the Restricted Subsidiaries may makerepurchase 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 agree to makeis then continuing or would arise after giving effect (including pro forma effect) thereto, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower and any Subsidiaries may repurchase common purchase Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment or service of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; providedemployee, however, that the in an aggregate amount not exceeding $5,000,000 in any fiscal year of payments under this clause the Borrower and (viig) shall so long as no Default or Event of Default has occurred and is continuing or would arise after giving effect (including pro forma effect) thereto, the Borrower and any Subsidiaries may make other Restricted Payments in an aggregate amount not exceed exceeding $2,000,000 15,000,000 in any fiscal year of the Borrower.

Restricted Payments. The Borrower shall will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that (i) 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, 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, (iva) the Borrower may declare and pay dividends with respect to its preferred equity securitiesEquity Interests payable solely in additional shares of its common stock, (vb) if at Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the time thereof Borrower and immediately 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 directors, management, employees or consultants of the Borrower and its Restricted Subsidiaries, (d) the Borrower may make Restricted Payments to LMC or its subsidiaries to the extent necessary to pay principal and interest when due in respect of the Indebtedness of LMC and its subsidiaries allocated to the Liberty Media Interactive tracking stock or any comparable successor thereto, provided that after giving pro forma effect thereto to such Restricted Payment, 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 cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (viie) the Borrower may repurchase common Equity Interests make Restricted Payments to LMC or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of its subsidiaries to pay any taxes that are due and payable by the Borrower and its Restricted Subsidiaries to LMC or any Subsidiary upon its subsidiaries in accordance with the deathtax liability allocation and indemnification agreement between the Borrower and LMC. Notwithstanding the foregoing, disabilitythe Borrower and its Restricted Subsidiaries shall be permitted to declare and make and agree to pay and pay a Restricted Payment, retirement provided that after giving pro forma effect to such Restricted Payment, (i) no Default shall have occurred and be continuing and (ii) the Consolidated Leverage Ratio shall be less than or termination of employment of such officer, director or employee or pursuant equal to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the Borrower3.25 to 1.00.

Restricted Payments. The Borrower shall not declare Declare or make, or agree permit any Subsidiary (other than any Subsidiary Outside Company) to pay for declare or make, directly or indirectly, any Restricted Payment, or incur, or permit any Subsidiary (other than any Subsidiary Outside Company) to incur, any obligation (contingent or otherwise) to do so, except that: (a) each Subsidiary may declare and make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower may make distributions to the Trust to permit the Trust to satisfy expenses of the Trust that relate to the Borrower and its Subsidiaries; (c) to the extent the 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 so may pay Integration Services Fees, in each case to dothe extent that (i) such fees are reasonable and customary based on the applicable acquisition or sale and (ii) such fees have been approved by the board of directors (or equivalent governing body) of the applicable Portfolio Company or Outside Company and by the compensation committee of the Borrower; (f) the Borrower may make Allocation Member Distributions; (g) the Borrower may make Restricted Payments if, except after giving effect thereto and the incurrence of any Indebtedness in connection therewith, (i) no Event of Default exists or would result therefrom (and, assuming any such incurrence of Indebtedness in connection therewith had occurred on the first day of the then most recently ended twelve-month period of the Borrower for which a Compliance Certificate has been delivered hereunder, the Borrower would be in compliance with Section 7.11(a) on a Pro Forma Basis), and (ii) either (A) the sum of (x) all cash and Cash Equivalents of the Borrower on deposit in an account that is with the Administrative Agent or is subject to a Qualifying Control Agreement plus (y) Unused Borrowing Availability is not less than $25,000,000, or (B) the Consolidated Fixed Charge Coverage Ratio for the most recent twelve-month period of the Borrower for which a Compliance Certificate has been delivered hereunder, calculated on a Pro Forma Basis giving effect to any such Restricted Payment by the Borrower and all other such Restricted Payments by the Borrower during such period as charges in the denominator of the Consolidated Fixed Charge Coverage Ratio, is greater than 1.00 to 1.00; (h) each Portfolio Company may purchase or redeem shares of its preferred stock from any one or more shareholders: (i) with Intercompany Debt permitted hereunder if, after giving effect thereto and the incurrence of any Indebtedness in connection therewith, (A) no Event of Default exists or would result therefrom, (B) the Consolidated Total Leverage Ratio as of the last day of the most recently ended twelve-month period for which financial statements have been delivered hereunder (calculated on a Pro Forma Basis assuming any such incurrence of Indebtedness in connection therewith had occurred on the first day of such period) is less than 2.00 to 1.00, and (C) the sum of (x) all cash and Cash Equivalents of the Borrower on deposit in an account that is with the Administrative Agent or is subject to a Qualifying Control Agreement plus (y) Unused Borrowing Availability is not less than $25,000,000; (ii) [reserved]; and (iii) with proceeds (net of reasonable direct costs incurred in connection therewith, including legal, accounting and investment banking fees, professional fees and expenses, and taxes paid or reasonably estimated by the Borrower to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements)) of a sale or issuance by the Trust of common Equity Interests in the Trust, which proceeds are contributed by the Trust to the Borrower and further contributed by the Borrower to such Portfolio Company and actually used by such Portfolio Company to purchase or redeem shares of its preferred stock substantially concurrently with such sale or issuance and contributions; (i) each Portfolio Company may purchase or redeem shares of its common and/or preferred Equity Interests from any one or more minority shareholders in unlimited amounts, provided that no such purchase or redemption shall be made by a Portfolio Company unless (A) such Portfolio Company is in compliance with the financial covenants under its Intercompany Debt Documents on a pro forma basis after giving effect to such proposed purchase or redemption, (B) no Event of Default exists or would result therefrom and (C) after giving effect to such to such proposed purchase or redemption and the incurrence of any Indebtedness in connection therewith, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.11 recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement; (j) to the extent due and payable and permitted under the applicable subordination provisions thereof, the Portfolio Companies may make regularly scheduled payments in respect of Permitted Earn Out Obligations, provided that (i) the amount of revolver borrowing availability under the Intercompany Debt Documents between the Borrower or any and the applicable Portfolio Company after giving effect to such payment shall be not less than the product of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities payable solely in additional shares Portfolio Company EBITDA of such equity securitiesPortfolio 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) any of such Portfolio Company is in compliance with the Restricted Subsidiaries may declare and pay dividends with respect financial covenants under its Intercompany Debt Documents on a pro forma basis after giving effect to its equity securities to the Borrower or any of the other Restricted Subsidiariessuch payment, (iii) the Borrower may make, no Event of Default exists or would result therefrom 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) after giving effect to such to such payment, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.11 recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement; and (k) the Borrower and each Subsidiary may declare and pay dividends with respect to its preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto no Default make dividend payments 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 other distributions payable solely in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the BorrowerPerson.

Restricted Payments. The Borrower Trust shall not, and shall not permit any of its Subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, make any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that (i) 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, 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 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 cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount Trust and its Subsidiaries may declare and make the following Restricted Payments so long as no Default or Event of payments under this clause Default would result therefrom: (viia) shall not exceed $2,000,000 the Operating Partnership may make cash distributions to the Trust and other 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 shareholders in an 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) the Trust 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 BorrowerInternal Revenue Code; (c) any Borrower or any Subsidiary may acquire the Equity Interests of a Subsidiary that is not a Wholly Owned Subsidiary; (d) any Subsidiary (other than the Operating Partnership) that is not a Wholly Owned Subsidiary may make cash distributions to holders of Equity Interests issued by such Subsidiary; (e) Subsidiaries may pay Restricted Payments to the Trust or any other Subsidiary; and (f) An Operating Partnership or the Trust, as applicable, may exchange Equity Interest in such Operating Partnership for Equity Interests in the Trust. Notwithstanding the foregoing, 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 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 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.

Restricted Payments. The Borrower shall not declare Declare or make, or agree to pay for or make, directly or indirectly, make any Restricted Payment, Payment or permit incur any obligation (contingent or otherwise) to do so except: (a) a Subsidiary of the Restricted Subsidiaries so to do, except that (i) the Borrower or any of the Restricted Subsidiaries a Loan Party may declare and pay dividends ratably with respect to its such Subsidiary’s Equity Interests; (b) Borrowers and other Loan Parties may make Restricted 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 Borrowers; (c) 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 securities payable solely awards, in additional shares order to satisfy any tax withholding obligations; (d) Borrowers may pay for the repurchase, retirement or other acquisition or retirement for value of such equity securitiesEquity Interests of the Borrowers held by any future, present or former employee, officer, director, manager or consultant (ii) or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of such Loan Party or make Restricted Subsidiaries may declare and Payments in the form of distributions to allow the Borrowers to pay dividends with respect principal or interest on promissory notes that were issued to its equity securities to the Borrower any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the 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 Subsidiaries, (iii) the Borrower may make, and agree Payments pursuant to make, payments on account of liabilities described in this clause (vid) shall not exceed $1,000,000; (e) So long as there exists no Default or Event of the definition of “Indebtedness” contained herein and permitted by Section 7.1Default, (iv) the Borrower Borrowers may declare and pay dividends with respect or make distributions to its preferred equity securitiesshareholders 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 United States federal income tax liabilities in respect of income earned by Loan Parties after deducting any unused prior losses; (vf) if at Borrowers may pay management fees pursuant to the time thereof and immediately after giving effect thereto Management Services Agreement as long as no Default or Event of Default shall exists or would result therefrom and Borrowers have occurred and be continuingcash, Cash Equivalents and/or unused availability under the Borrower Revolving Credit Facility of at least $20,000,000 in the aggregate after giving effect to such payment; (g) Borrowers may declare and paymake dividend payments or other Restricted Payments payable solely in the form of common Equity Interests of such Person; and (h) Borrowers may make any other Restricted 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 making of such Restricted Payment, Borrowers would 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 the Administrative Agent and Lenders as if such Restricted Payment had been paid during such Fiscal Quarter, and agree a Responsible Officer of Borrowers shall have certified to declare the Administrative Agent and pay, directly or indirectly, Lenders as to compliance with the preceding clause (ii) in a certificate attaching calculations; provided further that such certificate shall not be required with respect to Restricted Payments in cash made pursuant to its common shareholders, a share repurchase program approved by the board of directors (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iiiother governing body) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees Borrowers (or heirs of, estates of or trusts formed such persons) of the Borrower or an extension/increase to any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the Borrowerexisting program).

Restricted Payments. The Borrower shall not declare or make, or agree to pay for or makeMake, directly or indirectly, any Restricted Payment, or permit incur any obligation (including contingent obligations to the extent the satisfaction of the Restricted Subsidiaries so to do, except that (i) contingencies is solely under the control of the Borrower or any of the Restricted Subsidiaries its Subsidiaries) to do so, except that: (a) each Loan Party may declare and pay dividends with respect make Restricted Payments to its equity securities any 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) the Borrower and each Subsidiary may declare and make dividend payments or other Restricted Payments payable solely in additional shares Equity Interests (other than Disqualified Equity Interests) of such equity securitiesPerson; (c) the Borrower and any Subsidiary may make cash dividends, (ii) any distributions or other Restricted Payments paid on the Equity Interests of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities to the Borrower or any such Subsidiary; provided, for the purpose of the other Restricted Subsidiaries, (iii) the Borrower may make, and agree to make, payments on account of liabilities described in this clause (vic) of the definition of “Indebtedness” contained herein and permitted by Section 7.1, that (ivx) the Borrower may declare and pay dividends with respect to its preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have has occurred and be continuingis continuing at the time such dividend, distribution or other Restricted Payment is declared or paid and (y) with respect to distributions by the Borrower, the Borrower may declare and pay, and agree to declare and pay, directly or indirectly, Restricted Payments Loan Parties shall be in cash to its common shareholders, compliance at such time on a Pro Forma Basis with the financial covenants set forth in Section 8.11; (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (viid) the Borrower may repurchase common make Permitted 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 common stock options Wyoming Co.) (collectively, the “Wyoming Co. Dividend”), and (ii) (w) Wyoming may make a one-time Restricted Payment to its equityholders of $91,500,000 on or before July 23, 2013, (x) the Borrower may make a Restricted Payment of all or a portion of the proceeds of such Special Dividend to OCI Holdings and (y) OCI Holdings may make a Restricted Payment of all or a portion of the proceeds of such Special Dividend to Chemical (which proceeds may subsequently be paid, distributed or 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 present or former officers, directors or employees (or heirs of, estates the IPO to the holder of or trusts formed such persons) Equity Interests of the Borrower (which proceeds may subsequently be paid, distributed or any Subsidiary upon transferred by such holder to its direct and/or indirect equityholders) in each case made within sixty (60) days after the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year date of the BorrowerIPO (collectively, the “IPO Distribution”).

Restricted Payments. The Neither the Company nor the Borrower shall, and shall not permit any of their respective Subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, make any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that (i) 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, 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 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 cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount Company, the Borrower and their respective Subsidiaries may declare and make the following Restricted Payments so long as no Default or Event of payments under this clause Default would result therefrom: (viia) shall not exceed $2,000,000 the Borrower may pay cash dividends to the QRS Subsidiary and other 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 shareholders in an 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) the Borrower may pay cash dividends to the 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 acquire the Equity Interests of a Subsidiary that is not a wholly owned Subsidiary to the extent otherwise permitted herein; (d) a Subsidiary that is not a wholly owned Subsidiary may make cash distributions to holders of Equity Interests issued by such Subsidiary; (e) Subsidiaries may pay Restricted Payments to the Borrower or any other Subsidiary; (f) the Borrower 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 date hereof; (g) the Company may acquire limited partnership interests in the Borrower in exchange for cash or common stock of the Company; and (h) the Company or the Borrower may make open market purchases of the 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 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 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 (a), (b), (h) 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 to any Person other than to the Borrower.

Restricted Payments. The Borrower shall not declare Declare or make, or agree to pay for or make, directly or indirectly, make any Restricted Payment, Payment or permit incur any of the Restricted Subsidiaries obligation (contingent or otherwise) to do so to do, except that unless (ia) 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, 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto when any such Restricted Payment is to be made, no Default or Event of Default exists or would result therefrom and (b) after giving effect to the making of such Restricted Payment, Borrowers would be in compliance with the 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 Payment had been paid during such Fiscal Quarter, a Responsible Officer of Borrowers shall have occurred certified to the Administrative Agent and be continuing, Lenders as to compliance with the Borrower may declare and pay, and agree to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in preceding clause (iiib) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreementin a certificate attaching calculations; provided, however, (i) a Subsidiary of a Loan Party may declare and pay dividends ratably with respect to such Subsidiary’s Equity Interests, (ii) Borrowers may make Restricted 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 Borrowers, (iii) the Borrowers may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrowers held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the 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 future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the 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 payments under Restricted Payments pursuant to this clause (viiiii) shall not exceed $2,000,000 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 United States federal income tax liabilities in respect of income earned by Loan Parties after deducting any fiscal year unused prior losses; (v) 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 BorrowerRevolving Credit Facility of at least $20,000,000 in the aggregate after giving effect to such payment; and (vi) the Borrowers may declare and make dividend payments or other Restricted Payments payable solely in the form of common Equity Interests of such Person.

Restricted Payments. The Such Borrower shall will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing or permit any of the Restricted Subsidiaries so to dowould result therefrom, except that (i) WPZ may make Restricted Payments of Available Cash (as defined in the Borrower or any of the Restricted Subsidiaries may declare and pay dividends Partnership Agreement) with respect to its equity securities payable solely any Quarter (as defined in additional shares of such equity securitiesthe Partnership Agreement), (ii) any each of the Restricted NWP and TGPL and their respective Subsidiaries may declare make Restricted Payments to WPZ and pay dividends with respect to its equity securities to the Borrower or any of the other Restricted Subsidiaries, (iii) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the Borrower may makeexercise by any such Persons of options, and agree warrants or other rights to makeacquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, payments on account equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of liabilities described in clause (vi) of the definition of “Indebtedness” contained herein and permitted by Section 7.1business, (iv) WPZ may reimburse the Borrower may declare General Partner for expenses pursuant to the Partnership Agreement and pay dividends with respect to its preferred equity securities, (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 at the time thereof and immediately after giving effect thereto no Default or an Event of Default shall have occurred and be is continuing, the (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 may declare and payor its respective Subsidiaries, there is no Credit Exposure of any Lender with respect to such Borrower, and agree (B) no Subsidiary of any Borrower shall be prohibited from upstreaming dividends or other payments to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officerBorrower or making, director in the case of any Subsidiary of such Borrower that is not wholly-owned (directly or employee indirectly) by such Borrower, dividends or pursuant payments, as the case may be, to the terms other owners of any stock option plan or like agreementEquity Interests in such Subsidiary; and provided, howeverfurther, 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 aggregate amount of all such dividends and payments under this clause (vii) shall not exceed $2,000,000 made to all owners of Equity Interests in any fiscal year of the Borrowersuch Subsidiary.

Restricted Payments. The Borrower shall will not, and will not permit any Subsidiary to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, except that, so long as no Default or permit any Event of the Restricted Subsidiaries so to do, except that Default exists or would result therefrom: (i) 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, 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, (iva) the Borrower may declare and pay dividends with respect to its preferred equity securities, Equity Interests payable solely in additional units or shares of its Equity Interests (vother than Disqualified Capital Stock); (b) if at the time thereof and immediately after giving effect thereto no Default or Event Subsidiaries of Default shall have occurred and be continuing, the Borrower may declare and pay, and agree pay dividends to declare and pay, directly or indirectly, Restricted Payments in cash Loan Parties ratably with respect to its common shareholders, the ownership of their Equity Interests; (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (viic) the Borrower may repurchase common make a distribution to Parent on any Tax Distribution Date equal to the Tax Distribution Amount; (d) Vista Sand and the Borrower may consummate the Proppants To Go Distribution on the Effective Date; provided that, prior to the effectiveness of the Proppants To Go Distribution, the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer certifying that Proppants To Go owns no Property other than a U.S. Department of Transportation license number described in such certificate and the right to use the name “Proppants To Go”; (e) the Borrower may make distributions on the Effective Date necessary to consummate the Specified Equity Interests or common stock options from present or former officersTransactions in an amount not to exceed $85,000,000; and (f) 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, directors or employees (or heirs of, estates a Texas limited liability company on account of or trusts formed such persons) services provided to and on behalf of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or and its Subsidiaries pursuant to the terms that certain Management Services Agreement, dated as of any stock option plan or like agreement; providedMay 1, however2017, that the aggregate amount among GBH Properties LLC, Parent and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and (ii) M&J Partnership, Ltd., a Texas limited partnership on account of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year services provided to and on behalf of the BorrowerBorrower and its Subsidiaries pursuant to that certain Management Services Agreement, dated as of May 1, 2017, among M&J Partnership, Ltd., Parent and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇.

Restricted Payments. The Borrower shall not declare Declare, order, pay or make, or agree to pay for or make, directly or indirectly, make any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that Payment (i) the Borrower or any of the Restricted Subsidiaries may declare and pay other than dividends with respect to its equity securities payable solely in additional shares of such equity securities, (ii) any common stock of the Person making such dividend) except that, without duplication: (a) each Restricted Subsidiaries Subsidiary may declare and pay dividends with respect to its equity securities make Restricted Payments to the Borrower or any and other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiaries, (iii) the Borrower may make, Subsidiary and agree to make, payments each other owner of Equity Interests of such Restricted Subsidiary based on account of liabilities described in clause (vi) its relative ownership interests of the definition relevant class of “Indebtedness” contained herein and permitted by Section 7.1, Equity Interests); (ivb) subject to compliance with the Borrower may declare and pay dividends with respect to its 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 continuingApproved Budget, the Borrower may declare and pay, and agree to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “make Restricted Payments” and permitted by the subordination terms applicable thereto and : (viii) the Borrower may repurchase common to (1) purchase its Equity Interests or common stock options from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors or employees (or heirs of, estates of or trusts formed such persons) and consultants of the Borrower or any Subsidiary upon the deathby net exercise, disabilitynet settlement, retirement net withholding or termination of employment of such officerotherwise, director or employee or pursuant to the terms of any employee stock option option, incentive stock or other equity-based plan or like agreement; providedarrangement, howeverand (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) 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, that legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the aggregate amount ordinary course of payments under this clause (vii) shall not exceed $2,000,000 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 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 Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or 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) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its Subsidiaries.

Restricted Payments. The Borrower Each of the Parent and the Company covenants that it shall not, and shall not declare permit any Subsidiary to, make any distribution to any holders of its Capital Securities, 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 any Affiliate thereof, make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Intercompany Subordinated Debt or set aside funds for or make, directly or indirectly, any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that foregoing. Notwithstanding the foregoing: (ia) the Borrower Company may reimburse Parent for out-of-pocket costs and expenses incurred by Parent on behalf of or any for the benefit of the Restricted Subsidiaries Company, and for fees charged by Parent to the Company, in an aggregate amount not to exceed $4,000,000 during any fiscal year; (b) subject to the Intercompany Subordination Agreement, the Company may declare and make payments 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 Company or to a Domestic Subsidiary that is a Wholly-Owned Subsidiary and a Guarantor; (d) so long as the Company files a consolidated income tax return with respect Parent, the Company may make distributions to its equity securities payable solely in additional shares Parent to permit Parent to pay federal and state income taxes then due and owing; provided that the amount of such equity securitiesdistribution shall not be greater, nor the receipt by the Company of tax benefits less, than they would have been had the Company not filed a consolidated return with Parent; (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, (iiie) the Borrower Company may 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 Parent may declare and pay dividends with respect distribute to its preferred equity securitiesshareholders, the Permitted Parent Dividends and other cash distributions to Parent from time to time so long as (vi) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have has occurred and be continuingis continuing on the date of any such distribution or would result therefrom, (ii) after giving effect to any such distribution (and any Debt incurred to fund such distribution), the Borrower may declare and payParent 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 agree to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officersafter giving effect to any such distribution, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) all such distributions made following the date of closing shall not exceed $2,000,000 in any fiscal year Cumulative Available Excess Cash Flow as of the Borrowerdate of such distribution; and (f) the Parent may satisfy its obligations in connection with the Warrants and the Underwriting Agreement.

Restricted Payments. The Borrower shall not, and shall not declare permit any of its Material Subsidiaries to, declare, pay or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, except that: (a) so long as no Default or permit 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 a return of capital with respect to its Equity Securities, in each case to any other Credit Party or a Restricted Intermediary Shareholder, provided that (except in the case of any payment of cash dividends by a Subsidiary Guarantor to another Credit Party or a Restricted Intermediary Shareholder) 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 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 Restricted Subsidiaries so Liens of the Administrative Agent in the Collateral pursuant to do, except the Security Documents following the payment of such dividend or such return of capital; (c) any Wholly-Owned Subsidiary that (i) is not a Subsidiary Guarantor may make a return of capital with respect to its Equity Securities to the Borrower or any other Wholly-Owned Subsidiary of the Restricted Subsidiaries Borrower; (d) any Wholly-Owned Subsidiary that is not a Subsidiary Guarantor 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 Equity Securities to the Borrower or any other Wholly-Owned Subsidiary of 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 payments pursuant to and in accordance with stock option plans, profit sharing plans or other Restricted Subsidiaries, benefit plans for its management or employees; (iiih) the Borrower may make, pay reasonable and agree customary fees and expenses to make, payments on account independent directors; (i) a Subsidiary Guarantor may redeem any of liabilities described in clause (vi) of the definition of “Indebtedness” contained herein and permitted its Equity Securities held by Section 7.1, (iv) the Borrower may declare and pay dividends with respect to its preferred equity securities, (v) if at the time thereof and immediately any other Credit Party or a Restricted Intermediary Shareholder provided that after giving effect thereto no Default or Event of Default shall have occurred and be continuingto such redemption, the Borrower may declare and pay, and agree continues to declare and payown, directly or indirectly, Restricted Payments 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 required under the Security Documents or as may be requested by the Administrative Agent, acting reasonably, in cash order to its common shareholders, confirm the continued validity and perfection of the Liens of the Administrative Agent in the Collateral pursuant to the Security Documents following such redemption; and (vij) the Borrower or any Material Subsidiary may make payments of the Restricted Subsidiaries may make, principal of and agree to make, payments interest on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the BorrowerSection 6.1(1)(d).

Restricted Payments. The Borrower shall not declare or make, or agree to pay for Declare or make, directly or indirectly, any Restricted Payment, except 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 permit would result therefrom, each Subsidiary may make 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 the Borrower, such Subsidiary may make Restricted Payments to 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 by such Subsidiary and its Subsidiaries so on a stand-alone basis; (b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests or Indebtedness permitted pursuant to do, except that Section 6.03(f); (id) each Immaterial Subsidiary may make Restricted Payments to any Loan Party or another Immaterial Subsidiary; (e) the Borrower or any of the Restricted its Subsidiaries may declare and pay dividends purchase (i) Equity Interests in any Loan Party or options with respect to its equity securities payable solely Equity Interests in additional shares any Loan Party held by directors, employees or management 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 its Subsidiaries (or their estates or authorized representatives) in connection with the other Restricted Subsidiariesdeath, disability or termination of employment of any such directors, employees or management and (iiiii) Equity Interests in any Loan Party for the Borrower 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 make, be carried over and agree to make, payments on account of liabilities described used in clause any subsequent fiscal year; (vif) 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto so long as no Default or Event of Default shall have occurred and be continuingcontinuing 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 declare and paymake, and agree during the period from the Closing Date to declare and paythe latest Termination Date, directly or indirectly, other Restricted Payments in cash 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 common shareholdersSubsidiaries 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 (viincluding 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 of Subsidiary may receive or accept the Restricted Subsidiaries may make, and agree return to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common or any Subsidiary of Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary 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 fractional shares in connection with the conversion of any Equity Interests or make cash settlement payments upon the death, disability, retirement exercise of warrants to purchase its Equity Interest or termination of employment of such officer, director “net share settle” warrants; (p) payments or employee or distributions to dissenting stockholders pursuant to applicable law; (q) the terms of any stock option plan or like agreementBorrower may enter into, exercise its rights and perform its obligations under Permitted Call Spread Swap Agreements; provided, however, that the and (r) additional Restricted Payments in an aggregate amount not to exceed the sum of payments under this clause (viii) shall the Cumulative Equity Amount plus (ii) an amount (which may not exceed $2,000,000 in any be negative) equal to 50% of the cumulative Excess Cash Flow for all fiscal years (commencing with the fiscal year of ending December 31, 2014 and ending with the Borrowermost recently completed fiscal year).

Restricted Payments. The Neither Borrower shall not declare or make, or agree to pay for or makenor any of its Restricted Subsidiaries shall, directly or indirectly, declare or make any Restricted PaymentPayment at any time, or permit any of the Restricted Subsidiaries so to doexcept, except that without duplication: (ia) the Borrower or any of Restricted Subsidiary may make Restricted Payments to the Restricted Subsidiaries may declare and pay dividends with respect extent permitted pursuant to its equity securities payable solely in additional shares of such equity securities, Section 2.09(b)(ii); (iib) any Restricted Subsidiary 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, 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 make Restricted Payments to its preferred equity securitiesBorrower or any Wholly Owned Subsidiary of Borrower which is a Restricted Subsidiary; (c) any Restricted Subsidiary of Borrower, (v) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuingsuch Restricted Subsidiary is not a Wholly Owned Subsidiary, the Borrower may declare and pay, and agree to declare and pay, directly or indirectly, make Restricted Payments in cash respect of its Equity Interests to its common shareholders, (vi) the all holders of such Equity Interests generally so long as Borrower or any 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 make, (i) make Restricted Payments in connection with the ▇▇▇▇ Group Reorganization and agree (ii) engage in transactions to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and extent permitted by Section 10.04 and Section 10.05; (e) Borrower and its Restricted Subsidiaries may make Restricted Payments in respect of Disqualified Capital Stock issued in compliance with the subordination terms applicable thereto and hereof; (viif) the Borrower may repurchase (or make Restricted Payments in respect thereof) common Equity Interests 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 personsPersons) of the Borrower any Company or any Subsidiary ▇▇▇▇ 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 (viif) shall not exceed $2,000,000 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 exercise of stock options, warrants or rights in respect thereof to the extent such Equity Interests represent a portion of the exercise price of such 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 clause (i); (h) Borrower and its Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Equity Interests, or payments or distributions to dissenting stockholders pursuant to applicable law (in each case, including with respect to ▇▇▇▇ Resorts or such other parent entity of Borrower); (i) 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 in an aggregate amount not to exceed (i) the Initial Base Restricted Payments Amount on such date, plus (ii) the Available Amount; (j) to the extent constituting Restricted Payments, Borrower may make payments to counterparties under Swap Contracts entered into in connection with the issuance of convertible or exchangeable debt; (k) 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; (m) Borrower may pay Allocable Overhead to ▇▇▇▇ Resorts in respect of each Qualifying Project of Borrower and its Restricted Subsidiaries; (n) Borrower and its Restricted Subsidiaries may pay Management Fees and IP Licensing Fees; (o) Borrower may on the Closing Date make Restricted Payments in 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 distributions to ▇▇▇▇ Resorts in an amount not to exceed $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; (r) 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 additional Restricted Payments; (s) so long as (i) immediately before and after giving effect thereto no Event of Default has occurred and is continuing and (ii) after giving effect thereto Borrower is in compliance with the Financial Maintenance Covenant (regardless 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 in an amount not to exceed the Excess Dividend Amount on such date; and (t) 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 will not directly or indirectly, declare, order, make or set apart any 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 (A) immediately before and after giving effect thereto no Default or Event of Default has occurred and is continuing and (B) the Borrower is in compliance with the requirements of Section 10.13 on a Pro Forma Basis after giving effect thereto pursuant to this Section 10.06 and (ii) during the Financial Covenant Increase Period, the Borrower and its Restricted Subsidiaries shall not declare, order, make or set apart any sum or pay any Restricted Payments 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 (i)(y)).

Restricted Payments. The Borrower shall Credit Parties will not, and will not permit any of the Restricted Subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, return any capital to holders of its Equity Interests or permit make any distribution of the its Property to its respective Equity Interest holders (all of which shall be referred to as a “Restricted Subsidiaries so to doPayment” for purposes of this Section 9.04(a)), except that except: (i) 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, 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 Restricted Payments with respect to its preferred equity securitiesEquity Interests payable solely in additional shares (or the right to acquire additional shares) of its Equity Interests (other than Disqualified Capital Stock); (ii) Restricted Subsidiaries of the Borrower may declare and pay Restricted Payments ratably with respect to their Equity Interests to its direct parent that is the Borrower or a Subsidiary Guarantor; (iii) so long as, (v) if at the time thereof both before and immediately after giving effect thereto no Default or Event thereto, each of Default shall have occurred and be continuingthe RP/Investment Conditions is satisfied, the Borrower may declare and payor make, and or agree to declare and paypay or make, directly or indirectly, any Restricted Payments Payment, in cash each case in cash, and with respect to dividends and distributions, ratably with respect to its common shareholders, Equity Interests; (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (viiiv) the Borrower may repurchase common 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 (v) the Borrower may make Restricted Payments with the net cash proceeds of a substantially concurrent sale or issuance of Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such personsother than Disqualified Capital Stock) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant (to the terms extent contributed to the Borrower and other than a sale or issuance to a Subsidiary of any stock option plan the Borrower) or like agreementof a substantially concurrent cash contribution to the Equity Interests (other than Disqualified Capital Stock) of the Borrower (to the extent contributed to the Borrower and other than a contribution by a Subsidiary of the Borrower); provided, however, that the aggregate amount making of payments under this clause (vii) a Restricted Payment within 90 days after such sale, issuance or contribution shall not exceed $2,000,000 in any fiscal year of the Borrowerbe deemed to be substantially concurrent.

Restricted Payments. The Borrower shall not declare or makewill not, or agree to pay for or makenor will it permit any Subsidiary to, directly or indirectly, make any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, Payment (other than dividends payable in its own capital stock) except that (i) the Borrower or any of the Restricted Subsidiaries that, 6.10.1 Any Subsidiary may declare and pay dividends with respect to its equity securities or make distributions (i) payable solely in additional shares its capital stock to the direct or indirect holders of such equity securities, its capital stock or (ii) any of the Restricted Subsidiaries may declare payable in dividends and pay dividends with respect to its equity securities distributions to the Borrower or any of the to a Subsidiary that is a Guarantor (and if such Subsidiary has shareholders other Restricted Subsidiaries, (iii) than the Borrower or a Subsidiary that is a Guarantor, to its shareholders on a pro rata basis). 6.10.2 The Borrower may make, and agree make Restricted Payments pursuant to make, payments on account of liabilities described in clause (vi) of the definition of “Indebtedness” contained herein and permitted stock incentive or award plans approved by Section 7.1, (iv) the its stockholders. 6.10.3 The Borrower may declare and pay dividends with respect to its preferred equity securitiescapital stock payable solely in additional shares of its capital stock (or warrants, (v) options, or other rights to acquire additional shares of its capital stock). 6.10.4 The Borrower and its Subsidiaries may make repurchases of capital stock deemed to occur upon exercise of stock options if at such capital stock represents a portion of the time thereof exercise price of such options, and immediately after giving effect thereto no Default repurchases of capital stock of Subsidiaries consisting of directors’ qualifying shares or Event repurchases of Default shall have occurred and be continuing, shares issued to third parties to the extent necessary to satisfy any licensing requirements under applicable law with respect to the Borrower’s or any of its Subsidiaries’ businesses. 6.10.5 The Borrower may declare make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for capital stock of the Borrower; provided, however, that any such cash payment shall not be for the purpose of evading the limitations of this Section 6.10. 6.10.6 The Borrower may purchase, acquire, transfer or issue the Borrower’s capital stock and paymake 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 any purchase, and agree repurchase, redemption, retirement or other acquisition for value of shares of, or options to declare and paypurchase shares of, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) capital stock of the Borrower or any of the Restricted its Subsidiaries may makefrom employees, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officersemployees, directors or employees (or heirs of, estates of or trusts formed such persons) former directors of the Borrower or any Subsidiary upon the death, disability, retirement of its Subsidiaries (or termination of employment permitted transferees of such officeremployees, director former employees, directors or employee or former directors), pursuant to the terms of any stock agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors under which such individuals purchase or sell or are granted the option plan to purchase or like agreementsell, shares of such capital stock; provided, however, that the aggregate amount of payments under this clause (vii) shall such purchases, repurchases, redemptions, retirements and other acquisitions for value will not exceed $2,000,000 in any fiscal year calendar year. 6.10.8 The Borrower and its Subsidiaries may make any Restricted Payment to the extent not otherwise permitted under this Section 6.10 so long as at the time of such Restricted Payment the Borroweraggregate amount of such additional Restricted Payment together with all other outstanding Restricted Payments pursuant to this Section 6.10.8 does not exceed $5,000,000. 6.10.9 Any Restricted Payment 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 time thereof or would result therefrom (after giving pro forma effect thereto), the Borrower may declare and pay cash dividends on its capital stock, repurchase and otherwise acquire its capital stock and make any other Restricted Payment.

Restricted Payments. The Borrower shall not declare or make, or agree to pay for Declare or make, directly or indirectly, any Restricted Payment, or permit any except that: (a) each Subsidiary may make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower and its Subsidiaries so may make non-cash Restricted Payments pursuant to doand in accordance with stock option plans or other benefit plans for management, except employees or other eligible service providers of the Borrower and its Subsidiaries 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) the Borrower may repurchase or pay cash in lieu of fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities (including Convertible Debt Securities); (g) the Borrower and its Subsidiaries may pay withholding taxes in connection with the retention of Equity Interests pursuant to equity-based compensation plans; (h) the Borrower or any Subsidiary may receive or accept the return to the Borrower or any Subsidiary of Equity Interests of the 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 Restricted Subsidiaries may declare and pay dividends with respect conversion of any Equity Interests or make cash settlement payments upon the exercise of warrants to purchase its equity securities payable solely in additional shares of such equity securities, Equity Interests or “net share settle” warrants; (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, (iiij) the Borrower may makemake payments or distributions to dissenting stockholders as required by applicable Law; (k) the Borrower may enter into, exercise its rights and agree 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 makethe operations or financial condition of the Borrower and its Subsidiaries taken as a whole, payments on account the fair market value (as reasonably determined by the Borrower) of liabilities described in all such distributions and dividends under this clause (vil) 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 “IndebtednessPermitted Transfers” contained herein in such fiscal year; (m) so long as no Default exists immediately prior and permitted by Section 7.1, (iv) the Borrower may declare and pay dividends with respect to its 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 continuingthereto, the Borrower may declare and pay, and agree to declare and pay, directly or indirectly, make other Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the an aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in during any fiscal year of the BorrowerBorrower not to exceed $65,000,000; and (n) the Borrower and its Subsidiaries may make any other Restricted Payment so long as, prior to making such Restricted Payment and after giving effect thereto (and to any Indebtedness incurred in connection therewith), (i) no Default has occurred and is continuing, (ii) the Consolidated Leverage Ratio, 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 the financial covenants set forth in Section 9.10, 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).

Restricted Payments. The Borrower shall not declare or makewill not, or agree to pay for or makenor will it permit any Subsidiary to, directly or indirectly, make any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, Payment (other than dividends payable in its own capital stock) except that (i) the Borrower or any of the Restricted Subsidiaries that, 6.10.1 Any Subsidiary may declare and pay dividends with respect to its equity securities or make distributions (i) payable solely in additional shares its capital stock to the direct or indirect holders of such equity securities, its capital stock or (ii) any of the Restricted Subsidiaries may declare payable in dividends and pay dividends with respect to its equity securities distributions to the Borrower or any of the to a Subsidiary that is a Guarantor (and if such Subsidiary has shareholders other Restricted Subsidiaries, (iii) than the Borrower or a Subsidiary that is a Guarantor, to its shareholders on a pro rata basis). 6.10.2 The Borrower may make, and agree make Restricted Payments pursuant to make, payments on account of liabilities described in clause (vi) of the definition of “Indebtedness” contained herein and permitted stock incentive or award plans approved by Section 7.1, (iv) the its stockholders. 6.10.3 The Borrower may declare and pay dividends with respect to its preferred equity securitiescapital stock payable solely in additional shares of its capital stock (or warrants, (v) options, or other rights to acquire additional shares of its capital stock). 6.10.4 The Borrower and its Subsidiaries may make repurchases of capital stock deemed to occur upon exercise of stock options if at such capital stock represents a portion of the time thereof exercise price of such options, and immediately after giving effect thereto no Default repurchases of capital stock of Subsidiaries consisting of directors’ qualifying shares or Event repurchases of Default shall have occurred and be continuing, shares issued to third parties to the extent necessary to satisfy any licensing requirements under applicable law with respect to the Borrower’s or any of its Subsidiaries’ businesses. 6.10.5 The Borrower may declare make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for capital stock of the Borrower; provided, however, that any such cash payment shall not be for the purpose of evading the limitations of this Section 6.10. 6.10.6 [Reserved.] 6.10.7 The Borrower and payits Subsidiaries may make any purchase, and agree repurchase, redemption, retirement or other acquisition for value of shares of, or options to declare and paypurchase shares of, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) capital stock of the Borrower or any of the Restricted its Subsidiaries may makefrom employees, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officersemployees, directors or employees (or heirs of, estates of or trusts formed such persons) former directors of the Borrower or any Subsidiary upon the death, disability, retirement of its Subsidiaries (or termination of employment permitted transferees of such officeremployees, director former employees, directors or employee or former directors), pursuant to the terms of any stock agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors under which such individuals purchase or sell or are granted the option plan to purchase or like agreementsell, shares of such capital stock; provided, however, that the aggregate amount of payments under this clause (vii) shall such purchases, repurchases, redemptions, retirements and other acquisitions for value will not exceed $2,000,000 10,000,000 in the aggregate. 6.10.8 The Borrower and its Subsidiaries may make any fiscal year Restricted Payment to the extent not otherwise permitted under this Section 6.10 so long as at the time of such Restricted Payment the Borroweraggregate amount of such additional Restricted Payment together with all other outstanding Restricted Payments pursuant to this Section 6.10.8 does not exceed $5,000,000. 6.10.9 Any Restricted Payment 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 time thereof or would result therefrom (after giving pro forma effect thereto), the Borrower may declare and pay cash dividends on its capital stock, repurchase and otherwise acquire its capital stock and make any other Restricted Payment.

Restricted Payments. The Borrower shall Parent will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay for or makemake (unless such agreement is contingent upon such Restricted Payment not being prohibited by this Agreement), directly or indirectly, any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that except: (ia) the Borrower or any of the Restricted Subsidiaries Parent may declare and pay dividends or make other Restricted Payments with respect to its equity securities Equity Interests payable solely in additional shares Equity Interests of Parent (other than Disqualified Equity Interests); (b) Parent and any Restricted Subsidiaries may repurchase (i) Equity Interests upon the exercise of Equity Equivalents if such Equity Interests represent a portion of the exercise price of such equity securities, Equity Equivalents and (ii) 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); (c) Parent and any Restricted Subsidiaries may make cash payments in lieu of the issuance of fractional shares in connection with the exercise or conversion of Equity Equivalents; (d) Any Restricted Subsidiaries 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 distribution by a non-Wholly Owned Restricted Subsidiary, such dividends or distributions shall be made ratably with respect to their Equity Interests; (e) Parent and any Restricted Subsidiaries may make Restricted Payments pursuant to and in accordance with stock incentive plans or other employee benefit plans for directors, officers or employees of Parent and its equity securities to the Borrower or any of the other Restricted Subsidiaries, ; (iiif) the Borrower may 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto so long as no Default or Event of Default shall have has occurred and be continuingis continuing or would arise after giving effect (including pro forma effect) thereto, the Borrower may declare Parent and pay, and agree to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common purchase Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower Parent or any Subsidiary upon the death, disability, retirement or termination of employment or service of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; providedemployee, however, that the in an aggregate amount of payments under this clause (vii) shall not exceed exceeding $2,000,000 10,000,000 in any fiscal year of Parent; (g) Parent or any Restricted Subsidiary may purchase any call option (or similar instrument) 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 Borrowerissuance of the convertible or exchangeable debt securities referred to in Section 7.04(m), (x) the Total Leverage Ratio shall be less than or equal to 3.0 to 1.0 and (y) the Secured Leverage Ratio shall be less than or equal to 2.25 to 1.0, in each case as of the end of the most recently completed Test Period and on a pro forma basis in accordance with Section 1.03(c); (h) the payment of any dividend or distribution, or the consummation of any irrevocable redemption, within 60 days after the date of declaration of the dividend or distribution or giving of the redemption notice, as the case may be, if at such date of declaration or redemption notice such dividend, distribution or redemption, as the case may be, would have complied with this Section 7.06; (i) so long as no Default or Event of Default has occurred and is continuing or would arise after giving effect (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 effect) to any such Restricted Payments, the Total Leverage Ratio is in excess of 2:00:1.00, the aggregate amount of such Restricted Payments shall not exceed the sum of (i) $100,000,000 and (ii) if the Available Amount Conditions have been met, the Available Amount; (j) other Restricted Payments of Parent and its Restricted Subsidiaries in an aggregate amount not to exceed $30,000,000 during the term of this Agreement; 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 less than a majority of such Subsidiary’s Equity Interests was acquired.

Restricted Payments. The Borrower shall not not, nor shall it permit any Subsidiary to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit incur any of the Restricted Subsidiaries so obligation (contingent or otherwise) to dodo so, except that (i) 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 securitiesthat, (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, 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto so long as no Default or Event of Default shall have occurred and be continuingcontinuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower, any Subsidiaries of the Borrower that are Guarantors and any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower may declare distribute rights pursuant to any existing shareholder rights plan or redeem such rights in accordance with the terms of any such existing shareholder rights plan; (d) the Borrower and pay, and agree to declare and pay, directly or indirectly, its Subsidiaries may make Restricted Payments in cash connection with or pursuant to any of its common shareholdersemployee benefits plans or in connection with the employment, termination or 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; (vie) the Borrower or any 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 Restricted Subsidiaries may make, and agree to make, payments on account exercise price of subordinated Indebtedness described in clause such options; (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (viif) the Borrower may repurchase common fractional shares of its Equity Interests arising out of stock dividends, splits or common stock options from present combinations, business combinations or former officersconversion of convertible securities; (g) the Borrower may make any payment at the maturity of, directors or employees any payment constituting an Early Retirement of its Public Indebtedness; (h) the Borrower may (i) declare and pay cash dividends to its 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 Payment” (as defined in the Senior Secured Notes Indenture), and (B) after giving effect thereto, the Borrower would not be in Default; and (i) the Borrower may make any payment required under the Senior Secured Notes (or heirs of, estates of or trusts formed such personsany other Indebtedness permitted under Section 7.02(k)) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the Borroweran asset disposition.

Restricted Payments. The Borrower Company shall not declare or makenot, or agree to pay for or makenor shall it permit any of its Subsidiaries to, directly or indirectly, make any Restricted Payment, or permit any of Payments; provided that the following Restricted Subsidiaries Payments shall be permitted so to do, except that (i) 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, 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto long as no Default or Event of Default shall have has occurred and be continuing, the Borrower may declare and pay, and agree to declare and pay, directly is continuing or indirectly, would occur or result from such Restricted Payments: (a) Restricted Payments payable solely in cash shares of Company’s Qualified Stock (or the equivalent thereof) or any option, warrant or other right to its common shareholdersacquire any such Qualified Stock; (b) (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 (vithat is not an Excluded Subsidiary) ratably according to their relative 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) repurchases of Qualified Stock deemed to occur upon the exercise of stock options or warrants if such repurchased Qualified Stock represents a portion of the exercise price of such options or warrants pursuant to a “cashless exercise” or similar feature; (d) the Borrower Company or any Subsidiary may receive or accept the return to the Company or any Subsidiary of Stock of the Company constituting a portion of the purchase price consideration in settlement of indemnification claims in connection with a 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 Company or any of its Subsidiaries in accordance with the Restricted Subsidiaries may maketerms thereof and (ii) upon the conversion of the 2028 Notes or any Permitted Refinancing of the 2028 Notes; (f) purchases, and agree to makeredemptions, payments on account retirements or other acquisitions of subordinated Indebtedness described in clause Qualified Stock (iiii) held by current or former directors, officers, employee or consultants (or their transferees, estates or beneficiaries under their estates) of the definition of “Restricted Payments” Note Parties and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the Subsidiaries in an aggregate amount of payments under this clause (vii) shall not exceed to exceed, in any fiscal year, $2,000,000 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 Borroweramount 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 Company’s purchase, redemption, retirement or other acquisition of its Stock with the proceeds received from a substantially concurrent issue of new shares of its Qualified Stock or from cash proceeds received solely from the settlement of Permitted Equity Derivatives; and (i) Restricted Payments 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 4.26, any other provision of this Agreement or any other Note Document. For the purposes of this paragraph, a Permitted Refinancing of the 2028 Notes includes any refinancing of the 2028 Notes in accordance with the Permitted Secured Debt definition.

Restricted Payments. The Borrower shall will not, and will not declare permit any Credit Party to, declare, pay or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except provided that (ia) the Borrower or any of the Restricted Subsidiaries Parent may declare and pay dividends with respect to its equity securities payable solely the FPV Shares, the FPNV Shares, the SPV Shares and the SPNV Shares to the extent contemplated by the Parent Articles of Incorporation, provided that no Default has occurred and is continuing and there is sufficient aggregate Excess Cash Flow (as defined in additional shares the Intercreditor Agreement), proceeds from Asset Dispositions and proceeds from the issuance of such equity securitiesEquity Securities to fund the payment of all amounts which, (ii) any by the terms of the Restricted Subsidiaries may declare and pay dividends with respect Intercreditor Agreement, are to its equity securities be paid prior to the Borrower or any of the other Restricted Subsidiaries, (iii) the Borrower may make, and agree to make, payments payment on account of liabilities described in clause dividends on the FPV Shares, the FPNV Shares, the SPV Shares and the SPNV Shares (vi) or the payment of interest on the definition of “Indebtedness” contained herein and permitted by Section 7.1First Notes or Second Notes, as applicable), (ivb) the Borrower may declare and pay dividends with respect to its preferred equity securitiesthe Parent, (vc) 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 any Subsidiary may declare and paypay dividends to the Parent, and agree to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries wholly-owned Subsidiary and any wholly-owned Subsidiary may makeredeem or repurchase its own Equity Securities, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (viid) the Borrower may repurchase common Equity Interests or common make Restricted Payments pursuant to and in accordance with management bonus plans, employee bonus plans, stock options from present or former officersoption plans, directors profit sharing plans and/or other benefit plans for management or employees (or heirs of, estates of or trusts formed such persons) of the Parent, the Borrower or any Subsidiary upon the deathand its Subsidiaries, 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, provided that the aggregate amount of cash payments under this clause (vii) made by the Parent, the Borrower and the Subsidiaries in any Fiscal Year pursuant to all such management bonus plans, employee bonus plans, stock option plans, profit sharing plans and other compensation benefit plans shall not exceed $2,000,000 Cdn.$1,000,000, and (e) the Parent may redeem, pursuant to Parent Articles of Incorporation, First Preferred Shares and Second Preferred Shares by issuing First Units and Second Units (as defined in any fiscal year the Plan of the BorrowerArrangement).

Restricted Payments. The Borrower shall will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that except: (i) 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, 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, (iva) the Borrower may declare and pay dividends with respect to its preferred equity securities, make dividend payments or other distributions payable solely in the Equity Interests (vother than Disqualified Capital Stock) if at of the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, Borrower; (b) the Borrower and each Subsidiary may declare and pay, and agree to declare and pay, directly or indirectly, make Restricted Payments in cash to its common shareholders, (vi) 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 Restricted Subsidiaries may makeBorrower, any Subsidiary and agree to make, payments each other owner of Equity Interests of such Subsidiary based on account their relative ownership interests in the relevant class of subordinated Indebtedness described in clause Equity Interests; (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (viic) the Borrower may repurchase common Equity Interests make Restricted Payments pursuant to and in accordance with the Benefit Plans (including, without limitation, in connection with the exercise, vesting, delivery, termination, retirement, cancellation and exchange of stock options, stock appreciation rights, restricted stock units, restricted stock and other awards under the Benefit Plans and in respect of withholding or common stock options from present similar Taxes payable by any holder of any such award); (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 officersdirectors, directors officers or employees (or heirs of, estates of or trusts formed such persons) of consultants to, the Borrower or any Subsidiary upon (or to their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to purchase, redeem, retire or acquire the death, disability, retirement or termination of employment of Equity Interests in the Borrower held by such officer, director or employee or pursuant to the terms of any stock option plan or like agreementPersons; provided, however, provided that the aggregate amount of payments under this clause (vii) such Restricted Payments made by the Borrower shall not exceed the sum of (A) $2,000,000 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 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 fractional Equity Interests in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar investment); (h) 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 not to exceed the Available Amount to the extent Not Otherwise Applied, so long as no Event of Default is continuing or 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) no Event of 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 and any related incurrence of Indebtedness on a pro forma basis, the Total Leverage Ratio is less than or equal to 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 of such dividend if at the date of such declaration such payment would have complied with the provisions of this 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 actually made within sixty (60) days after the date of such declaration.

Restricted Payments. The Borrower shall not declare or make, or agree to pay for Declare or make, directly or indirectly, any Restricted Payment, or permit incur any of the Restricted Subsidiaries so obligation (contingent or otherwise) to dodo so, or, other than MLP, issue or sell any Equity Interests, except that (i) 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 securitiesthat, (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, 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto so long as no Default or Event of Default shall have occurred and be continuingcontinuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to a Borrower that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the Borrower type of Equity Interest in respect of which such Restricted Payment is being made; (b) a Loan Party may declare and pay, and agree to declare and pay, directly make dividend payments or indirectly, Restricted Payments other distributions payable solely in cash to its the common shareholders, (vi) the Borrower stock or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase other common Equity Interests or common stock options from present or former officersof such Person; (c) the Borrowers shall be permitted to make Restricted Payments to the MLP in an aggregate amount not to exceed Available Cash to enable the MLP to make the Permitted Distribution, directors or employees and the MLP shall be permitted to use the proceeds thereof to make Restricted Payments to its Unitholders (or heirs of, estates of or trusts formed as such personsterm is defined in the Partnership Agreement) and holders of the Borrower or General Partner Units (as such term is defined in the Partnership Agreement) and Incentive Distribution Rights (as such term is defined in the Partnership Agreement) so long as such Restricted Payments constitute Permitted Distributions; (d) to the extent any Subsidiary upon payments under the deathCFA would be considered a Restricted Payment, disability, retirement or termination payments by the MLP to the GP of employment of such officer, director or employee or amounts required to be paid by the MLP to the GP pursuant to the terms of any stock option plan or like agreement; providedthe CFA as then in effect, however, that provided the aggregate amount of payments under this clause (viiwhich shall include payments in cash and Equity Interests) shall made by the MLP to the GP thereunder does not exceed $2,000,000 20,000,000 in any fiscal year year; (e) cash payments made by the MLP to any Original Investor (such payment being the "Original Investor Payment") in consideration for the purchase by the MLP of units in the BorrowerMLP held by such Original Investor so long as (i) the MLP has received, prior to the date of making such Restricted Payment, cash consideration of an amount which is not less than the Original Investor Payment from an unaffiliated Person from the sale by the MLP to such Person of units in the MLP in the exact number of units as is being repurchased from such Original Investor and (ii) the MLP has made such repurchase from such Original Investor, 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 consisting of a Permitted Equity Purchase.

Restricted Payments. The Borrower shall not declare or make, or agree to pay for Declare or make, directly or indirectly, any Restricted Payment, or permit any except that: (a) each Subsidiary may make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower and its Subsidiaries so may make non-cash Restricted Payments pursuant to doand in accordance with stock option plans or other benefit plans for management, except employees or other eligible service providers of the Borrower and its Subsidiaries 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) the Borrower may repurchase or pay cash in lieu of fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities (including Convertible Debt Securities); (g) the Borrower and its Subsidiaries may pay withholding taxes in connection with the retention of Equity Interests pursuant to equity-based compensation plans; (h) the Borrower or any Subsidiary may receive or accept the return to the Borrower or any Subsidiary of Equity Interests of the 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 Restricted Subsidiaries may declare and pay dividends with respect conversion of any Equity Interests or make cash settlement payments upon the exercise of warrants to purchase its equity securities payable solely in additional shares of such equity securities, Equity Interests or “net share settle” warrants; (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, (iiij) the Borrower may makemake payments or distributions to dissenting stockholders as required by applicable Law; (k) the Borrower may enter into, exercise its rights and agree 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 makethe operations or financial condition of the Borrower and its Subsidiaries taken as a whole, payments on account the fair market value (as reasonably determined by the Borrower) of liabilities described in all such distributions and dividends under this clause (vil) 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 “IndebtednessPermitted Transfers” contained herein in such fiscal year; (m) so long as no Default exists immediately prior and permitted by Section 7.1, (iv) the Borrower may declare and pay dividends with respect to its 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 continuingthereto, the Borrower may declare and pay, and agree to declare and pay, directly or indirectly, make other Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the an aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in during any fiscal year of the BorrowerBorrower not to exceed $50,000,000; and (n) the Borrower and its Subsidiaries may make any other Restricted Payment so long as, prior to making such Restricted Payment and after giving effect thereto (and to any Indebtedness incurred in connection therewith), (i) no Default has occurred and is continuing, (ii) the Consolidated Leverage Ratio, 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 the financial covenants set forth in Section 9.10, 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).

Restricted Payments. The Borrower shall not declare Declare or makepay any dividend (other than dividends payable solely in common stock or similar equity interests or options or other rights to acquire such equity interests of the Person making such dividend) on, or agree to pay make any payment on account of, or set apart assets for a sinking or makeother analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Group Member (collectively, “Restricted PaymentPayments”), or permit any of the Restricted Subsidiaries so to do, except that except: (ia) the Borrower or any payment of dividends and distributions within sixty days after the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities payable solely in additional shares date of declaration thereof, if at the date of declaration of such equity securitiespayment, such payment would have complied with the other provisions of Section 7.6; (iib) any of the Subsidiary may make Restricted Subsidiaries may declare and pay dividends with respect to its equity securities Payments to the Borrower or any other Subsidiary (and, in the case of a Restricted Payment by a non-Wholly Owned Subsidiary, to the Borrower and any Subsidiary and to each other Restricted Subsidiaries, owner of equity interests of such Subsidiary based on their relative ownership interests); (iiic) the Borrower may makemake Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management, and agree to make, payments on account of liabilities described in clause (vi) employees consultants or directors of the definition of “Indebtedness” contained herein Borrower and permitted by Section 7.1its Subsidiaries and stock purchase plans with employees, officers, consultants or directors; (ivd) the Borrower may declare and pay cash dividends with respect to its preferred equity securitiesholders of Permitted Preferred Stock; provided that, in the case of any Restricted Payment made pursuant to this clause (d), (vx) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred or be continuing after giving effect to any such Restricted Payment and be continuing, the Borrower may declare and pay, and agree to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (viy) the Borrower or shall be in pro forma compliance with the covenants set forth in Section 7.1 after giving effect to any such Restricted Payment and the incurrence of any Indebtedness in connection therewith; (e) repurchases of equity interests of the Restricted Subsidiaries may makeBorrower deemed to occur upon the non-cash exercise of stock options, warrants, stock appreciation rights and agree to make, payments on account of subordinated Indebtedness described in clause restricted stock units; (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (viif) the Borrower may repurchase make Restricted Payments with any cash proceeds contributed to its common Equity Interests equity and from the Net Cash Proceeds of any permitted equity issuance, so long as, with respect to any such Restricted Payments, no Event of Default shall have occurred or common be continuing after giving effect to any such Restricted Payment; (g) the Borrower may repurchase, retire or otherwise acquire stock options appreciation rights, restricted stock units or other equity securities of the Borrower from present or former officersdirectors, directors officers or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon Guarantor (or their estate, family members, spouse and/or former spouse); (h) the death, disability, retirement Borrower or termination any Subsidiary Guarantor may honor any conversion request by a holder of employment convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such officer, director conversion and may make payments on convertible Indebtedness in accordance with its terms; and (i) the Borrower may make other Restricted Payments not otherwise permitted by this Section so long as (x) no Default or employee Event of Default shall have occurred or pursuant be continuing after giving effect to any such Restricted Payment and (y) the terms Borrower shall be in pro forma compliance with the covenants set forth in Section 7.1 (provided that the Borrower’s Consolidated Leverage Ratio shall be at least 0.25 less than the applicable level set forth in Section 7.1(a)) after giving effect to any such Restricted Payment and the incurrence of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 Indebtedness in any fiscal year of the Borrowerconnection therewith.

Restricted Payments. The Borrower shall not declare (a) Declare or makepay any dividends (other than dividends payable solely in capital stock) or make any other distribution or payment in respect of or redeem, retire or agree to pay for or make, directly or indirectly, purchase any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that capital stock (other than (i) the Borrower declaration or payment of dividends to a Loan Party, (ii) so long as no Event of Default or event that with the passage of time would result in an Event of Default exists or would result therefrom, the declaration or payment of any of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities payable solely in additional shares the form of such equity securities, (iiiii) 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 SubsidiariesBorrower, (iii) the Borrower may 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 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 cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or repurchases pursuant to the terms of any employee stock purchase plans, employee restricted stock agreements, stockholder rights plans, director or consultant stock option plan plans, or like agreement; providedsimilar plans, however, that provided such repurchases do not exceed One Million Dollars ($1,000,000) in the aggregate per calendar year and (iv) with respect to the Borrower, repurchases of stocks and warrants under any repurchase agreements or repurchase programs existing as of the Effective Date; provided that repurchases of stock or warrants do not exceed Twenty Five Million Dollars ($25,000,000)); (b) Purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of payments under any Subordinated Debt other than pursuant to terms of the subordination agreement governing such Subordinated Debt; or (c) Be a party to or bound by an agreement (other than the Loan Documents) that restricts a Subsidiary from paying dividends or distributions to a Loan Party. Notwithstanding the foregoing, this clause (vii) Section 7.7 shall not exceed $2,000,000 in any fiscal year manner prohibit or restrict (x) the Borrower from granting stock options, restricted stock, restricted stock units and other incentive awards (or from the redemption, retirement, purchase or cashless exercise of the same) to employees, officers, non-employee directors and consultants pursuant to an equity incentive plan adopted by the Borrower’s board of directors or (y) Subsidiaries that are not Loan Parties from making payments to other Subsidiaries that are not Loan Parties on account of services rendered in the ordinary course of business.

Restricted Payments. The Borrower shall not declare or make, or agree to pay for Declare or make, directly or indirectly, any Restricted Payment, or permit incur any of the Restricted Subsidiaries so obligation (contingent or otherwise) to dodo so, except that (i) 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 securitiesthat, (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, 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto so long as no Default or Event of Default shall have occurred and be continuing, continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) each Subsidiary of a Loan Party may make Restricted Payments to any Loan Party other than to the Borrower Parent; (b) the Loan Parties and each Subsidiary may declare and pay, and agree to declare and pay, directly make dividend payments or indirectly, Restricted Payments other distributions payable solely in cash to its the common shareholders, (vi) the Borrower stock or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase other common Equity Interests of such Person; (c) solely from and after the first anniversary of the Closing Date, if the Payment Conditions are satisfied, the Loan Parties and each Subsidiary may purchase, redeem or common stock options otherwise acquire Equity Interests issued by it; and (d) solely from present and after the first anniversary of the Closing Date, if the Payment Conditions are satisfied, the Parent and/or the Borrowers may declare or former officerspay cash dividends to their stockholders. (e) Notwithstanding the foregoing, directors or employees with respect to a Restricted Payment in respect of Material Intellectual Property (or heirs ofthe Equity Interests of any Subsidiary that owns Material Intellectual Property), estates such Restricted Payment shall not be permitted unless the recipient thereof agrees in writing to be bound by a non-exclusive, royalty-free, worldwide license of or trusts formed such persons) 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 shall make any Restricted Payment in respect of Material Intellectual Property (or the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms Equity Interests of any stock option plan Subsidiary that owns Material Intellectual Property) (in each case, whether as a Permitted Disposition, a Permitted Investment, a Permitted Encumbrance or like agreement; provided, however, that otherwise) without the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year prior written consent of the BorrowerAgent and the Required Lenders.

Restricted Payments. The Borrower shall not, and shall not permit any of its Subsidiaries to, declare or make, or agree to pay for declare or make, directly or indirectly, any Restricted Payment, or permit incur any of the Restricted Subsidiaries so obligation (contingent or otherwise) to do, except that do so; except: (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders; (ii) payments made or expected to be made by the Borrower in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options or the vesting of restricted stock awards or restricted stock units; (iii) so long as no Event of Default or a Potential Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase its Equity Interests owned by employees of the Borrower or any the Subsidiaries or make payments to employees of the Restricted Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management or employee incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $5,000,000 in any Fiscal Year; (iv) the Borrower and its Subsidiaries may declare and pay dividends with respect to its equity securities payable or make other distributions solely in additional shares Qualified Equity Interests of such equity securities, Person; (iiv) the Borrower may deliver its Equity Interests upon conversion of any of the Restricted Subsidiaries may declare Equity Interest and pay cash solely in lieu of issuing fractional shares in connection with such conversion; (vi) to the extent it would constitute a Restricted Payment, the purchase or settlement of any Permitted Call Hedging Agreement; (vii) the Borrower may (x) accrue dividends with respect to its equity securities to the Series A Convertible Preferred Stock, (y) repurchase common Equity Interests of the Borrower or any with the proceeds of the other issuance of the Series A Convertible Preferred Stock and (z) convert the Series A Convertible Preferred Stock into common stock of the Borrower and pay cash in lieu of fractional shares in connection therewith; and (viii) Borrower and its Subsidiaries may make Restricted SubsidiariesPayments not otherwise permitted by one of the foregoing clauses of this Section 6.02(c); provided that, (iiiw) the Borrower may 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 preferred equity securities, (v) if at the time thereof immediately before and immediately after giving effect thereto to any such payment, no Potential Event of Default or Event of Default shall have occurred and be continuing, (x) immediately after giving effect to any such payment, the Borrower may declare and pay, and agree to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) Senior Secured Leverage Ratio shall not exceed $2,000,000 in any fiscal year of 2.25:1.00 on a pro forma basis and the BorrowerTotal Leverage Ratio shall not exceed 5.50:1.00 on a pro forma basis.

Restricted Payments. The Borrower Credit Parties shall not declare and shall not cause or make, or agree permit their Subsidiaries to pay for or make, directly or indirectlyindirectly declare, order, pay, make or set apart any sum for any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that that: (a) U.S. Borrowers may make payments and 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 use of a tax benefit by the Holdings tax group) then due and owing, franchise taxes and other 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 all other operating costs of Holdings, 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. Borrowers 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 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 debt obligations with respect to which any Canadian Subsidiary of Holdings is the obligor; (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 Subsidiaries may declare Payment: (i) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Borrowers and pay dividends Holdings since November 24, 2003 pursuant to this paragraph (d), is less than the sum, without duplication, of $25,000,000, plus up to (1) 50% of the Consolidated Net Income of Borrower Representative for the period (taken as one accounting period) from November 24, 2003 until the Closing Date, (2) 75% of the Consolidated Net Income of Borrower Representative for the period (taken as one accounting period) from the Closing Date 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 Borrower Representative’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 (3) 100% of the aggregate net cash proceeds (including, without limitation or duplication, net of expenses incurred in connection with respect 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 payable solely in additional shares 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 (4) the net cash proceeds (net of expenses), and the fair market value of property other than cash, received by any Credit 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 equity securitiesInvestments 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 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) any of the Aggregate Borrowing Availability shall be no less than $40,000,000 after giving effect to such Restricted Subsidiaries may declare and pay dividends with respect to its equity securities to the Borrower or any of the other Restricted SubsidiariesPayment, (iii) the Borrower may make, and agree to make, payments on account of liabilities described in clause (vi) outstanding aggregate principal amount of the definition of “Indebtedness” contained herein Overadvances shall be less than or equal to $35,000,000 after giving effect to such Restricted Payment and permitted by Section 7.1, (iv) the Borrower may declare and pay dividends with respect to its 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 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 declare and pay, and agree to declare and pay, directly or indirectly, make Restricted Payments in cash to its common shareholdersshareholders or partners generally, (vi) so long as the Borrower or any 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 Restricted Subsidiaries may make, and agree to make, payments on account various classes of subordinated Indebtedness described equity interests in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests such Subsidiary or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreementagreements applicable thereto); (f) If the Senior Discount Notes are outstanding, Borrowers may make Restricted Payments to Holdings with respect to the cash interest payments due to holders of the Senior Discount Notes which Restricted Payments 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 Credit Parties may make Restricted Payments to minority shareholders of any Target (as defined in Section 3.6) in connection with a Permitted Acquisition; provided, howeverthat such payments are within the limits set forth in Section 3.6(b)(v); (i) [Intentionally Omitted]; (j) On the Closing Date, that and from time to time thereafter, (i) U.S. Borrowers may prepay, purchase and cancel, redeem and/or defease the Senior Notes and (ii) U.S. Borrowers may make Restricted Payments to Holdings to the extent the proceeds of such Restricted Payments shall solely be used by Holdings to prepay, purchase and cancel, redeem and/or defease the Senior Discount Notes and Holdings may prepay, purchase and cancel, redeem and/or defease with the proceeds of such Restricted Payments; and (k) So long as (i) no Event of Default has occurred and is continuing or would result after giving effect thereto, (ii) Aggregate Borrowing Availability is no less than $40,000,000 after giving effect thereto and (iii) the outstanding aggregate principal amount of payments under this clause the Overadvances shall be less than or equal to $35,000,000 after giving effect thereto, the payment of dividends on any Borrower’s common stock (viior dividends, distributions or advances to Holdings to allow Holdings to pay dividends on Holdings’ common stock) shall not exceed $2,000,000 in any fiscal year following the Offering of up to 7.5% per annum of the Borroweramount contributed to Borrowers by Holdings from the proceeds received by Holdings from the Offering.

Restricted Payments. The Borrower Credit Parties shall not declare and shall not cause or make, or agree permit their Subsidiaries to pay for or make, directly or indirectlyindirectly declare, order, pay, make or set apart any sum for any Restricted Payment, except that: (a) U.S. Borrower may make payments and 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 use of a tax benefit by the Holdings tax group) then due and owing, franchise taxes and other 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 or permit that (ii) 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 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 U.S. 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 debt obligations with respect to which any Canadian Subsidiary of Holdings is the obligor; (c) Borrowers may make Restricted Payments to Holdings to permit Holdings to repurchase Stock of Holdings owned by employees of Borrowers or their Subsidiaries so to dowhose employment has terminated; provided, except 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; (d) Borrowers and Holdings may make Restricted Payments not expressly permitted by clauses (a) through (d) above ("Permitted Distributions") at any time after May 24, 2004; provided, that (i) at no time shall the Borrower or any aggregate amount of such Permitted Distributions (without duplication) exceed $25,000,000, plus up to 50% of the Restricted cumulative positive Consolidated Net Income (net of losses) of the Borrowers and their Subsidiaries may declare since the Closing Date plus the net amount of cash invested in the Stock of Holdings since the Closing Date (less Investments pursuant to Section 3.3(o) and pay dividends with respect prepayments or repurchases of Senior Notes or Subordinated Debt pursuant to its equity securities payable solely in additional shares of such equity securitiesSection 3.18), (ii) Aggregate Borrowing Availability both immediately prior to and immediately following any of the Restricted Subsidiaries may declare such Permitted Distribution shall be no less than $40,000,000 and pay dividends with respect to its equity securities to the Borrower or any of the other Restricted Subsidiaries, (iii) the Borrower may 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto of any such Permitted Distribution, no Default or Event of Default shall have occurred and be continuing, the Borrower continuing or would result after giving effect to such Permitted Distribution; and (e) any Subsidiary of any Credit Party that is not a Wholly-Owned Subsidiary may declare and pay, and agree to declare and pay, directly or indirectly, make Restricted Payments in cash to its common shareholdersshareholders or partners generally, (vi) so long as the Borrower or any 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 Restricted Subsidiaries may make, and agree to make, payments on account various classes of subordinated Indebtedness described equity interests in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests such Subsidiary or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the Borroweragreements applicable thereto).

Restricted Payments. The Borrower shall not declare or make, or agree to pay for Declare or make, directly or indirectly, any Restricted Payment, or permit incur any obligation (contingent or otherwise) to do so, or issue or sell any of the Restricted Subsidiaries so to dotheir respective Equity Interests, except that that: (ia) each Subsidiary of the Company may declare and make dividend payments in cash with respect to any class of Equity Interests of such Subsidiary to the then holders of such Equity Interests ratably according to their respective holdings; (b) the Borrower or any Company and each of the Restricted its Subsidiaries may declare and make 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 according to their respective holdings; (c) the Company may declare and make dividend payments in cash to the Facility Guarantor (directly or through any Subsidiary of the Facility Guarantor) in an aggregate amount for any period not greater than an amount sufficient to permit the Facility Guarantor to (i) make payments pursuant to and in accordance with stock option plans or other management plans for management or employees of the Facility Guarantor, the Company and its Subsidiaries during such period, (ii) pay dividends any Taxes of the Facility Guarantor, the Company and its Subsidiaries which are due and payable, (iii) pay customary directors’ fees paid to the members of Facility Guarantor’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 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 equity securities payable solely officers and directors in additional shares the ordinary course of such equity securities, its business and (iivii) any pay customary and reasonable indemnification claims made by directors and officers of the Restricted Facility Guarantor; (d) the Company and each of its Subsidiaries may declare issue and pay dividends with respect to its equity securities to the Borrower 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 of the other Restricted Subsidiaries, (iii) the Borrower may 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred then exist and be continuingno Event of Default would result from such issuance and sale or such Restricted Payment, as the Borrower case may declare be, giving Pro Forma Effect to such issuance and pay, sale or such Restricted Payment; and (e) the Company may issue and agree to declare and pay, directly or indirectly, Restricted Payments in cash to sell (i) its common shareholders, Equity Interests; provided that no Change of Control would result from such issuance and sale; and (viii) the Borrower or any Company may issue and sell its Equity Interest in connection with grants of the Restricted Subsidiaries may make, such securities and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or with respect to such securities pursuant to employment, benefit plans, service and severance arrangements with current and former officers, directors or directors, consultants, advisors and employees (or heirs of, estates of or trusts formed such persons) of the Borrower Company or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the BorrowerCompany, as determined in good faith by the board of directors or senior management of the Company or such Subsidiary, as applicable.

Restricted Payments. The Borrower shall JCC Holding will not, and will not declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit any of the its Subsidiaries to, authorize, declare, pay or make any Restricted Subsidiaries so to doPayments, except that except: (i) the Borrower any Subsidiary of a Permitted Subsidiary may pay Distributions to such Permitted Subsidiary or any of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities payable solely in additional shares Wholly-Owned Subsidiary of such equity securities, Permitted Subsidiary; (ii) any of Permitted Subsidiary other than the Restricted Borrower and its Subsidiaries may declare and pay dividends with respect Distributions to its equity securities to the Borrower or any of the other Restricted Subsidiaries, JCC Holding; (iii) from amounts paid as interest hereunder and as Letter of Credit Fees, Credit Support Fees may be paid from time to time as provided in the Borrower may make, Credit Enhancement Fee Agreement (Bank Credit Agreement) and agree to make, payments on account of liabilities described in clause the Credit Enhancement Fee Agreement (vi) of the definition of “Indebtedness” contained herein and permitted by Section 7.1, JCC); (iv) the Borrower may declare pay the Additional Credit Support Fees, the Management Fees and pay dividends with respect other costs and expenses pursuant to its preferred equity securitiesthe Management Agreement, and Minimum Payment Guaranty Fees, in each case to the extent permitted by Section 9.06(a)(iii), (iv) and (v) and Section 9.06(b); (v) dividends and distributions by the Borrower to JCC Holding in an amount equal to all Permitted Tax Payments, to the extent all amounts so dividended or distributed pursuant to this clause (v) are promptly (and in any event within two Business Days) used by JCC Holding to make payments in respect of the tax obligations of the type described in the definition of Permitted Tax Payments; provided further that any refund actually received by JCC Holding shall be promptly (in any event within two Business Days) returned to the Borrower (and if at not so returned, shall reduce the time thereof amount of payments otherwise permitted to be made in the future by the Borrower pursuant to this clause (v)); (vi) dividends and immediately after giving effect thereto distributions by the Permitted Subsidiaries to JCC Holding to the extent necessary to permit JCC Holding to pay, and so long as JCC Holding promptly (and in any event within five Business Days) uses such dividends and distributions to pay any administrative, overhead or holding company operating expenses incurred in the ordinary course of business, including, without limitation, JCC Holding's reasonable professional fees and expenses in connection with complying with its reporting obligations and obligations to prepare and distribute business records, financial statements or other documents to any lender or other persons having business dealings with JCC Holding or as may be required by law, JCC Holding's costs and related expenses in connection with computation of federal, state, local or foreign taxes and other governmental charges other than Permitted Tax Payments, indemnification agreements, insurance premiums, surety bonds and insurance brokers' fees, and JCC Holding's expenses for directors', officers' and employees' compensation and benefits, rent, office furnishings, fixtures and equipment and office supplies; provided that the portion of dividends and distributions pursuant to this clause (vi) paid by the Borrower and its Subsidiaries shall not exceed their ratable share (as determined in good faith by JCC Holding based upon the costs relating to its various Permitted Subsidiaries or, to the extent not so allocable, based on allocations deemed fair and reasonable by JCC Holding) of such amounts; (vii) payments permitted pursuant to the last sentence of Section 9.11; (viii) JCC Holding may purchase or redeem outstanding shares of its common stock if no Default or Event of Default then exists or would result therefrom to the extent necessary in the good faith judgment of the Board of Directors of JCC Holding to prevent the filing of a disciplinary action by the State of Louisiana or the LGCB or to prevent the loss or secure the reinstatement of the Casino Operating Contract; provided that the aggregate amount spent in connection with purchases pursuant to this clause (viii) shall have occurred in no event exceed $5,000,000 and shall only be continuingmade from the proceeds of unsecured Indebtedness permitted to be incurred pursuant to Section 9.04(xiv); (ix) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare and pay, and agree make cash interest payments to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees HET (or heirs of, estates an Affiliate of or trusts formed HET) under the Junior Subordinated Credit Facility in the amounts and at the times that such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or cash interest payments are due and payable pursuant to the terms of any stock option plan the Junior Subordinated Credit Facility; (x) in the circumstances, and to the extent, expressly provided in Section 8.17(c), amounts originally incurred as Completion Loans under the Completion Loan Agreement and/or advanced pursuant to the Completion Guarantees may be returned, from excess funds on deposit in the Project Account, to the Completion Guarantors; and (xi) JCC Development may pay rents to the Borrower pursuant to the Second Floor Sublease; (xii) so long as no Default or like agreement; providedEvent of Default then exists or would exist after giving effect thereto, however, that payments may be made pursuant to the aggregate amount of payments under this clause transactions expressly permitted by clauses (vi) and (vii) shall not exceed $2,000,000 of Section 9.06(a), even though such payments would otherwise constitute Restricted Payments; (xiii) payments expressly permitted to be made pursuant to the provisions of Section 8.17(c) may be made in accordance with the terms thereof; and (xiv) at any fiscal year time after any payment is made by any Minimum Payment Guarantor pursuant to the terms of a Minimum Payment Guaranty, such payment may be reimbursed to the respective Minimum Payment Guarantor by the Borrower and the Borrower may pay interest thereon in accordance with the terms of the Borrowerrelevant Minimum Payment Guaranty Documents.

Restricted Payments. The Borrower shall not declare Declare or make, or agree to pay for or make, directly or indirectly, make any Restricted Payment, Payment or permit incur any of the Restricted Subsidiaries obligation (contingent or otherwise) to do so to do, except that unless (ia) 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, 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto when any such Restricted Payment is to be made, no Default or Event of Default exists or would result therefrom and (b) after giving effect to the making of such Restricted Payment, Borrowers would 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 the Administrative Agent and Lenders as if such Restricted Payment had been paid during such Fiscal Quarter, a Responsible Officer of Borrowers shall have occurred certified to the Administrative Agent and be continuing, Lenders as to compliance with the Borrower may declare and pay, and agree to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in preceding clause (iiib) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreementin a certificate attaching calculations; provided, however, (i) a Subsidiary of a Loan Party may declare and pay dividends ratably with respect to such Subsidiary’s Equity Interests, (ii) Borrowers may make Restricted 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 Borrowers, (iii) the Borrowers may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrowers held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the 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 future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the 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 payments under Restricted Payments pursuant to this clause (viiiii) shall not exceed $2,000,000 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 United States federal income tax liabilities in respect of income earned by Loan Parties after deducting any fiscal year unused prior losses; (v) 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 BorrowerRevolving Credit Facility of at least $20,000,000 in the aggregate after giving effect to such payment; and (vi) the Borrowers may declare and make dividend payments or other Restricted Payments payable solely in the form of common Equity Interests of such Person.

Restricted Payments. The Neither Borrower shall not declare or make, or agree to pay for or makenor any of its Restricted Subsidiaries shall, directly or indirectly, declare or make any Restricted PaymentPayment at any time, or permit any of the Restricted Subsidiaries so to doexcept, except that without duplication: (ia) the Borrower or any of Restricted Subsidiary may make Restricted Payments to the Restricted Subsidiaries may declare and pay dividends with respect extent permitted pursuant to its equity securities payable solely in additional shares of such equity securities, Section 2.09(b)(ii); (iib) any Restricted Subsidiary 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, 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 make Restricted Payments to its preferred equity securitiesBorrower or any Wholly Owned Subsidiary of Borrower which is a Restricted Subsidiary; (c) any Restricted Subsidiary of Borrower, (v) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuingsuch Restricted Subsidiary is not a Wholly Owned Subsidiary, the Borrower may declare and pay, and agree to declare and pay, directly or indirectly, make Restricted Payments in cash respect of its Equity Interests to its common shareholders, (vi) the all holders of such Equity Interests generally so long as Borrower or any 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 make, (i) make Restricted Payments in connection with the Wynn Group Reorganization and agree (ii) engage in transactions to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and extent permitted by Section 10.04 and Section 10.05; (e) Borrower and its Restricted Subsidiaries may make Restricted Payments in respect of Disqualified Capital Stock issued in compliance with the subordination terms applicable thereto and hereof; (viif) the Borrower may repurchase (or make Restricted Payments in respect thereof) common Equity Interests stock or common stock options (including those issued by Wynn 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 personsPersons) of the Borrower any Company or any Subsidiary Wynn 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 (viif) shall not exceed $2,000,000 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 Wynn Resorts or such other parent entity of Borrower) to the extent deemed to occur upon exercise of stock options, warrants or rights in respect thereof to the extent such Equity Interests represent a portion of the exercise price of such 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 Wynn 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 clause (i); (h) Borrower and its Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Equity Interests, or payments or distributions to dissenting stockholders pursuant to applicable law (in each case, including with respect to Wynn Resorts or such other parent entity of Borrower); (i) 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 in an aggregate amount not to exceed (i) the Initial Base Restricted Payments Amount on such date, plus (ii) the Available Amount; (j) to the extent constituting Restricted Payments, Borrower may make payments to counterparties under Swap Contracts entered into in connection with the issuance of convertible or exchangeable debt; (k) 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; (m) Borrower may pay Allocable Overhead to Wynn Resorts in respect of each Qualifying Project of Borrower and its Restricted Subsidiaries; (n) Borrower and its Restricted Subsidiaries may pay Management Fees and IP Licensing Fees; (o) Borrower may on the Closing Date make Restricted Payments in 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 distributions to Wynn Resorts in an amount not to exceed $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; (r) 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 additional Restricted Payments; (s) so long as (i) immediately before and after giving effect thereto no Event of Default has occurred and is continuing and (ii) after giving effect thereto Borrower is in compliance with the Financial Maintenance Covenant (regardless 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 in an amount not to exceed the Excess Dividend Amount on such date; and (t) Borrower and the Restricted Subsidiaries may make payments of amounts necessary to repurchase or retire Equity Interests of Borrower or any Subsidiary (or of Wynn 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 Wynn 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 will not directly or indirectly, declare, order, make or set apart any 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 (A) immediately before and after giving effect thereto no Default or Event of Default has occurred and is continuing and (B) the Borrower is in compliance with the requirements of Section 10.13 on a Pro Forma Basis after giving effect thereto pursuant to this Section 10.06 and (ii) during the Financial Covenant Increase Period, the Borrower and its Restricted Subsidiaries shall not declare, order, make or set apart any sum or pay any Restricted Payments 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 (i)(y)).

Restricted Payments. The Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, declare or make, or agree to pay for or makemake (except subject to and conditioned on the prior written consent of Agent and Lenders to the extent required hereunder), directly or indirectly, any Restricted Payment, except: (a) any Subsidiary of Parent may make Restricted Payments with regard to its Equity Interests to Parent or permit to a wholly-owned Subsidiary of Parent which owns Equity Interests therein; (b) any non-wholly-owned Subsidiary of Parent may make Restricted Payments to holders of its Equity Interests so long as Parent or its respective Subsidiary which owns the Equity Interests in the Subsidiary making such Restricted Payments receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary making such Restricted Payments and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (c) Parent may pay cash dividends or distributions to any Parent Entity that are used to reimburse or pay all reasonable fees and expenses incurred in connection with the Transactions and the other transactions expressly contemplated by this Agreement and the other Financing Agreements; (d) Parent and any of the Restricted its Subsidiaries so may pay cash dividends or distributions that are used to do, except that reimburse or pay reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by any Parent Entity (i) the Borrower in connection with (A) registration, public offerings and exchange listing of equity or any debt securities and maintenance of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities payable solely in additional shares of such equity securitiessame, (iiB) compliance with reporting obligations under, or in connection with compliance with, any Requirement of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities to the Borrower Law, any rules of any self-regulatory body or stock exchange, this Agreement or any of the other Restricted Financing Agreements, or any other agreement or instrument relating to Indebtedness of any Borrower, Guarantor or Subsidiary, (C) 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) or (ii) and otherwise incurred in the ordinary course of business; provided, that, in the case of clause (i)(A) above, if any Parent Entity shall own any material assets other than the Equity Interests of Parent or another Parent Entity or other assets relating to the ownership interest of such Parent Entity in another Parent Entity, Parent or its Subsidiaries, (iii) the Borrower may 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 such Parent Entity such cash dividends and distributions shall be limited to the reasonable and proportional share, as determined by Parent in its preferred equity securitiesreasonable discretion, of such expenses incurred by such Parent Entity relating or allocable to its ownership interest in another Parent Entity, Parent and its Subsidiaries, and such other assets; (ve) if at the time thereof Parent and immediately after giving effect thereto no Default or Event any of Default shall have occurred and be continuing, the Borrower its Subsidiaries may declare and pay, without duplication, cash dividends distributions and agree other payments (i) pursuant to declare the Tax Sharing Agreement and pay, directly (ii) to any Parent Entity to pay any Related Taxes; (f) Parent may make payments to repurchase or indirectly, Restricted Payments in cash redeem Equity Interests and options to its common shareholders, (vi) the Borrower purchase Equity Interests of Parent or any of the Restricted Subsidiaries may makeParent Entity held by officers, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests directors or common stock options from present employees or former officers, directors or employees (or heirs oftheir transferees, estates of or trusts formed such personsbeneficiaries under their estates) of the Borrower any Borrower, Guarantor or any Subsidiary Subsidiary, upon the their death, disability, retirement retirement, severance or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreementservice; provided, howeverthat, that the aggregate amount of payments under this clause (vii) cash consideration paid for all such payments, repurchases or redemptions shall not exceed (i) $2,000,000 3,000,000 in any fiscal year of Parent or (ii) $5,000,000 during the Borrowerterm of this Agreement; (g) each Borrower and Guarantor, and each Subsidiary, may declare and make dividends or make other Restricted Payments payable solely in the Equity Interests of such Person (other than Disqualified Equity Interests) (h) Parent may repurchase or withhold or may pay cash or other dividends in an amount sufficient to allow any Parent Entity to repurchase or withhold Equity Interests of Parent in connection with the exercise of stock options or warrants or the vesting of restricted stock (including restricted stock units) if such Equity Interests represent a portion of the exercise price of, or withholding obligation with respect to, such options, warrants or restricted stock; (i) Parent may make Restricted Payments substantially contemporaneously with, or within ninety (90) days after the receipt of, Net Cash Proceeds from any issuance or sale of its Equity Interests (other than Disqualified Equity Interests) or from an equity capital contribution made after the Closing Date (and not including the equity contribution contemplated under Section 4.1 hereof), in an amount equal to all or any portion of such Net Cash Proceeds; (j) Parent may pay or make dividends or distributions to any Parent Entity that are used to reimburse or pay any of the following (i) accounting, legal, administrative and other general corporate and overhead expenses, franchise or similar taxes and other fees and expenses required to maintain the existence of such Parent Entity and to pay other operating costs and expenses, including salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of any such Parent Entity, in each case as to any of the foregoing only to the extent related to, and required for, the existence of such Parent Entity, or as are reasonably and in good faith determined by Parent to be allocable to the operation of Parent and its Subsidiaries or to such Parent Entity’s ownership interest therein (directly or through another Parent Entity), and (ii) reasonable directors fees and out-of-pocket expenses of directors of any Parent Entity, in each case in an amount not more than the portion of such fees and expenses as are reasonably and in good faith determined by Parent to be allocable to the operation of Parent and its Subsidiaries or to such Parent Entity’s ownership interest therein (directly or through another Parent Entity); (k) Parent and any of its Subsidiaries may pay cash dividends and make other Restricted Payments; provided that: (i) either: (A) as of the date of the payment of any such dividend or other Restricted Payment and after giving effect thereto, Excess Availability shall be not less than the greater of (1) $30,000,000 or (2) twenty-four (24%) percent of the least of the Maximum Credit, the Borrowing Base or the Revolving Loan Limit, on a pro forma basis using the Excess Availability as of the date of the most recent calculation of the Borrowing Base immediately prior to any such dividend or other Restricted Payment; or (B) on a pro forma basis, after giving effect to such dividend or other Restricted Payment, the Consolidated Fixed Charge Coverage Ratio for Parent and its Subsidiaries for the immediately preceding twelve (12) consecutive month period ending on the last day of the fiscal month prior to the date of the payment thereof for which Agent has received financial statements shall be equal to or greater than 1.00 to 1.00; provided, that, for purposes of determining the Consolidated Fixed Charge Coverage Ratio under this Section 10.5(k) only, Fixed Charges shall include all prepayments of Indebtedness of Parent and its Subsidiaries under clauses (a), (b), or (c) of the definition of the term “Indebtedness” made in such period; and (ii) the aggregate amount of such dividends or Restricted Payments paid pursuant to this clause (k) shall not exceed the amount equal to fifty (50%) percent of the Adjusted Consolidated Net Income accrued during the period (treated as one accounting period) beginning on August 3, 2009 to the end of the most recent fiscal quarter for which consolidated financial statements of Parent are available; (iii) no such dividends or other Restricted Payments are made prior to the first anniversary of the date hereof, and (iv) as of the date of such dividend or other Restricted Payment and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing; and (v) Agent shall have received a certificate of a Responsible Officer of Parent certifying on behalf of Parent to Agent and Lenders that such dividend or other Restricted Payment complies with the terms of this clause; and (l) Parent and any of its Subsidiaries may pay other cash dividends or other Restricted Payments; provided, that, (i) no such dividend or other Restricted Payments are made prior to the first anniversary of the date hereof, and (ii) as of the date of any such dividend or other Restricted Payment and after giving effect thereto, each of the Payment Conditions is satisfied; and (iii) Agent shall have received a certificate of a Responsible Officer of Parent certifying on behalf of Parent to Agent and Lenders that such dividend or other Restricted Payment complies with the terms of this clause.

Restricted Payments. The Borrower shall not declare Declare or make, or agree permit any Subsidiary (other than any Subsidiary Outside Company) to pay for declare or make, directly or indirectly, any Restricted Payment, or incur, or permit any Subsidiary (other than any Subsidiary Outside Company) to incur, any obligation (contingent or otherwise) to do so, except that: (a) each Subsidiary may declare and make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower may make distributions to the Trust to permit the Trust to satisfy expenses of the Trust that relate to the Borrower and its Subsidiaries; (c) 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 so may pay Integration Services Fees, in each case to dothe extent that (i) such fees are reasonable and customary based on the applicable acquisition or sale and (ii) such fees have been approved by the board of directors (or equivalent governing body) of the applicable Portfolio Company or Outside Company and by the compensation committee of the Borrower; (f) the Borrower may make Allocation Member Distributions; (g) the Borrower may make Restricted Payments if, except after giving effect thereto and the incurrence of any Indebtedness in connection therewith, (i) no Event of Default exists or would result therefrom (and, assuming any such incurrence of Indebtedness in connection therewith had occurred on the first day of the then most recently ended twelve-month period of the Borrower for which a Compliance Certificate has been delivered hereunder, the Borrower would be in compliance with Section 7.11(a) on a Pro Forma Basis), and (ii) either (A) the sum of (x) all cash and Cash Equivalents of the Borrower on deposit in an account that is with the Administrative Agent or is subject to a Qualifying Control Agreement plus (y) Unused Borrowing Availability is not less than $25,000,000, or (B) the Consolidated Fixed Charge Coverage Ratio for the twelve-month period for which financial statements have been most recently delivered in accordance with this Agreement, calculated on a Pro Forma Basis giving effect to any such Restricted Payment by the Borrower and all other such Restricted Payments by the Borrower during such period as charges in the denominator of the Consolidated Fixed Charge Coverage Ratio, is greater than 1.00 to 1.00; (h) each Portfolio Company may purchase or redeem shares of its preferred stock from any one or more shareholders: (i) with Intercompany Debt permitted hereunder if, after giving effect thereto and the incurrence of any Indebtedness in connection therewith, (A) no Event of Default exists or would result therefrom, (B) the Consolidated Total Leverage Ratio as of the last day of the most recently ended twelve-month period for which financial statements have been delivered hereunder (calculated on a Pro Forma Basis assuming any such incurrence of Indebtedness in connection therewith had occurred on the first day of such period) is less than 2.00 to 1.00, and (C) the sum of (x) all cash and Cash Equivalents of the Borrower on deposit in an account that is with the Administrative Agent or is subject to a Qualifying Control Agreement plus (y) Unused Borrowing Availability is not less than $25,000,000; (ii) [reserved]; and (iii) with proceeds (net of reasonable direct costs incurred in connection therewith, including legal, accounting and investment banking fees, professional fees and expenses, and taxes paid or reasonably estimated by the Borrower to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements)) of a sale or issuance by the Trust of common Equity Interests in the Trust, which proceeds are contributed by the Trust to the Borrower and further contributed by the Borrower to such Portfolio Company and actually used by such Portfolio Company to purchase or redeem shares of its preferred stock substantially concurrently with such sale or issuance and contributions; (i) each Portfolio Company may purchase or redeem shares of its common Equity Interests from any one or more minority shareholders in unlimited amounts, provided that no such purchase or redemption shall be made by a Portfolio Company unless (A) such Portfolio Company is in compliance with the financial covenants under its Intercompany Debt Documents on a pro forma basis after giving effect to such proposed purchase or redemption, (B) no Event of Default exists or would result therefrom and (C) after giving effect to such to such proposed purchase or redemption and the incurrence of any Indebtedness in connection therewith, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.11 recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement; (j) to the extent due and payable and permitted under the applicable subordination provisions thereof, the Portfolio Companies may make regularly scheduled payments in respect of Permitted Earn Out Obligations, provided that (i) the amount of revolver borrowing availability under the Intercompany Debt Documents between the Borrower or any and the applicable Portfolio Company after giving effect to such payment shall be not less than the product of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities payable solely in additional shares Portfolio Company EBITDA of such equity securitiesPortfolio 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) any of such Portfolio Company is in compliance with the Restricted Subsidiaries may declare and pay dividends with respect financial covenants under its Intercompany Debt Documents on a pro forma basis after giving effect to its equity securities to the Borrower or any of the other Restricted Subsidiariessuch payment, (iii) the Borrower may make, no Event of Default exists or would result therefrom 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) after giving effect to such to such payment, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.11 recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement; and (k) the Borrower and each Subsidiary may declare and pay dividends with respect to its preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto no Default make dividend payments 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 other distributions payable solely in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the BorrowerPerson.

Restricted Payments. The Holdings and Borrower shall not declare and shall not cause or make, or agree permit Borrower’s Subsidiaries to pay for or make, directly or indirectlyindirectly declare, order, pay, make or set apart any sum for any Restricted Payment, except that: (a) Borrower may make payments and distributions to Holdings that are used by Holdings to pay federal, state and local income taxes then due and owing and interest and penalties with respect thereto, franchise taxes and other similar licensing expenses, Inside Directors’ fees not to exceed $100,000 per director in any Fiscal Year of Borrower, directors’ fees to directors other than Inside Directors consistent with fees paid by other similarly situated public companies, directors’ and officers’ insurance premiums, claims for indemnification made by an officer or permit any director in accordance with applicable law and pursuant to the organizational documents of the relevant Credit Party, accounting expenses, de minimis corporate expenses, expenses related to filings with the SEC and other Governmental Authorities, in each case incurred in the ordinary course of business; provided that 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 benefits less, than they would have been had Borrower not filed a consolidated or combined return with Holdings; provided further that any material refund not applied to future tax liabilities shall be promptly returned by Holdings to Borrower; (b) Wholly-owned Subsidiaries of Borrower or another Credit Party may make Restricted Payments to their direct parents and non wholly-owned Subsidiaries of Borrower or another Credit Party may make Restricted Payments pro rata to the holders of their Stock; provided that, (i) the Borrower may not make Restricted Payments to Holdings under this clause (b) and (ii) Transaction Network Services (Bermuda) Ltd. may not make Restricted Payments to the holders of its Stock so long as it is not a wholly-owned Subsidiary of Borrower or another Credit Party; (c) Borrower may pay dividends to doHoldings to permit Holdings to repurchase Stock owned by employees of Borrower whose employment with Borrower and its Affiliates has been terminated and to repurchase Stock remitted back to Holdings by employees of Borrower with respect to restricted stock units of such employees, except provided that such dividend payments shall not exceed $5,000,000 in any fiscal year and provided that no Event of Default exists at the time of such Restricted Payment or would occur as a result thereof (provided that (i) the foregoing proviso shall not apply to amounts expended by Holdings pursuant to this clause (c) solely from (x) cash proceeds received from new issuances of Holdings Common Stock if received substantially contemporaneously with and used solely to effect a redemption of an executive’s Stock and (y) the proceeds of key man life insurance if the proceeds are used to repurchase the Stock described above from a deceased or incapacitated employee or manager, and (ii) Holdings may repurchase Holdings Common Stock from management of Borrower or any Subsidiary through the cancellation of Indebtedness owing by such officer or manager); (d) To the extent that such payments are Restricted Payments, any payments or distributions made by Holdings or any of its Subsidiaries to employees under Section 2.02(a)(vi) and Section 6.01(e) of the Purchase Agreement (as in effect on the Restatement Date) in an amount not to exceed $2,300,000; and (e) In addition to the Stock repurchases permitted by the foregoing clause (c), Borrower may make Restricted Payments to Holdings to permit Holdings to make dividends to its stockholders and repurchase its Stock, so long as such Restricted Payments, when aggregated with all Restricted Payments previously made after the Restatement Date pursuant to this Section 3.5(e), do not exceed an amount equal to 20% of the sum of (i) cumulative positive Net Income of Borrower and its Subsidiaries for the period from January 1, 2009 through the end of the most recent Fiscal Quarter or Fiscal Year for which Borrower has delivered the financial statements required pursuant to Section 4.5(a) or (b) plus (ii) non-cash stock compensation expense as the result of any grant of Stock to any employees or management of Holdings, Borrower or any of the Restricted their Subsidiaries may declare and pay dividends for such period plus (iii) amortization associated with respect to its equity securities payable solely in additional shares intangible assets of such equity securitiesHoldings, (ii) any of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities to the Borrower or any of their Subsidiaries for such period; provided, that (A) any such Restricted Payment may not be made prior to the other Restricted Subsidiariesdate which is eighteen months following the Restatement Date, (iiiB) the Borrower may 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto of such Restricted Payment there shall exist no Default or Event of Default shall have occurred Default, (C) both before and be continuingafter giving effect to such Restricted Payment on a Pro Forma Basis, Borrower is in compliance with the Borrower may declare covenants set forth in Sections 4.2 and pay4.3 and has a pro forma Leverage Ratio of not more than 1.5 to 1.0, and agree (D) after giving effect to declare and paysuch Restricted Payment, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any at least $15,000,000 of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the BorrowerRequired Availability would exist.

Restricted Payments. The Borrower shall not No Loan Party will, nor will it permit any of its subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit incur any of the Restricted Subsidiaries so obligation (contingent or otherwise) to dodo so, except that (i) 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 securitiesthat, (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, 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto so long as no Default or Event of Default shall have occurred and be continuing, continuing at the time of any action described below or would result therefrom: (a) each subsidiary of the Borrower may declare and pay, and agree to declare and pay, directly or indirectly, make Restricted Payments to the Borrower and any other Person that owns an equity interest in cash such subsidiary, ratably according to its common shareholders, their respective holdings of such equity interests in respect of which such Restricted Payment is being made; (vib) the Borrower and each of its subsidiaries may declare and make dividend payments or any other distributions payable solely in common equity interests of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause such Person; (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (viic) the Borrower and each of its subsidiaries may repurchase purchase, redeem or otherwise acquire equity interests issued by it with the proceeds received from the substantially concurrent issue of new common Equity Interests or common stock options from present or former officers, directors or employees equity interests; (or heirs of, estates of or trusts formed such personsd) the Borrower and its subsidiaries may make distributions to the Parent Company (i) in an amount sufficient to pay franchise taxes and other fees required to maintain the legal existence of the Borrower or any Subsidiary upon Loan Parties and their subsidiaries to the deathextent actually used by the Parent Company to pay such taxes, disabilitycosts and expenses, retirement or termination and (ii) as and when necessary for the purpose of employment providing the Parent Company with funds to pay income taxes imposed on the Parent Company’s distributive share of Borrower’s and its subsidiaries’ taxable income, taking into account in the determination of the amount of such officer, director or employee or pursuant income taxes all deductions and loss carry-forwards relating to Borrower and its subsidiaries available to the terms of any stock option plan Parent Company and all other deductions and credits available to the Parent Company; and (e) the Borrower and the Parent Company may (i) declare or like agreement; providedpay cash dividends to its shareholders and (ii) purchase, howeverredeem or otherwise acquire for cash its equity interests, that if, in each case, after giving effect thereto, the aggregate amount of payments under this clause (vii) shall not exceed Parent Company and its subsidiaries have at least $2,000,000 10,000,000 in any fiscal year of the BorrowerLiquidity.

Restricted Payments. The Borrower WIL-Ireland shall not, and shall not permit any Restricted Subsidiary to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that except: (a) [Reserved]; (b) [Reserved]; (c) (i) the Borrower or any of the Restricted Subsidiaries that are wholly-owned by one or more Obligors 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 make other Restricted Subsidiaries, (iii) the Borrower may makedistributions on account of, and agree to make, make payments on account of liabilities described in the purchase, redemption, acquisition, cancellation or termination of, their Capital Stock and (ii) Restricted Subsidiaries that do not satisfy the requirements of clause (vii) immediately above may pay dividends or make other distributions on account of, and make payments on account of the definition of “Indebtedness” contained herein purchase, redemption, acquisition, cancellation or termination of, their Capital Stock ratably (or more favorably to a Restricted Subsidiary); (d) WIL-Ireland and permitted by Section 7.1, its Restricted Subsidiaries may make any prepayments under this Agreement; (ive) the Borrower may declare and pay dividends with respect to its preferred equity securities, [Reserved]; (vf) if at the time thereof and immediately after giving effect thereto [Reserved]; (g) [Reserved]; (h) [Reserved]; (i) [Reserved]; (j) [Reserved]; (k) so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may declare (i) WIL-Ireland and pay, and agree to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may makerepay or prepay intercompany loans or advances that are owed to any Domestic Subsidiary or Canadian Subsidiary, and agree (ii) WIL-Ireland and each Restricted Subsidiary that is not a Domestic Subsidiary or a Canadian Subsidiary may repay or prepay intercompany loans or advances that are owed to makeWIL-Ireland or any Restricted Subsidiaries that are not Domestic Subsidiaries or Canadian Subsidiaries to the extent, payments on account in the case of subordinated Indebtedness described in clause (iiiii), necessary to maintain reasonable amounts of working capital in such Subsidiaries as determined in such payor’s business judgment (but in the case of clause (ii) not with proceeds of any Loan); and (l) prepayments of (i) other Indebtedness set forth in the definition of “Restricted Payments” and permitted by DIP Budget or the subordination terms applicable thereto Financing Order and (viiii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees overdraft facilities; and (or heirs of, estates m) other Redemptions of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, Indebtedness that do not in the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the Borrower5,000,000.

Restricted Payments. The Except for the distribution to Enterprise Products OLP or its Affiliates of certain proceeds of the initial Loans as provided in Section 5.07(a), the Borrower shall will not, and will not permit any of its Subsidiaries (other than Project Finance Subsidiaries) to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing or permit any of the Restricted Subsidiaries so to dowould result therefrom, except that (i) the Borrower or any of may make Restricted Payments from Available Cash (as defined in the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities payable solely Partnership Agreement) from Operating Surplus (as defined in additional shares the Partnership Agreement) cumulative from January 1, 2007 through the date of such equity securitiesRestricted Payment, (ii) any of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities to the Borrower or any may make additional Restricted Payments of up to $20,000,000 during the other Restricted Subsidiariesterm of this Agreement, (iii) the Borrower subject to Section 6.09, any Subsidiary may makebuy back any of its own Equity Interests, 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 and its Subsidiaries may declare and pay dividends make payments or other distributions to officers, directors or employees with respect to its preferred 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 securitiesaward, (v) 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 at the time thereof and immediately after giving effect thereto no Default or an Event of Default shall have occurred and be is continuing, the Borrower may declare and pay, and agree no Subsidiary shall be prohibited from upstreaming dividends or other payments to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon (which is not a Project Finance Subsidiary) or making, in the deathcase of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, disabilitydividends or payments, retirement or termination of employment of such officeras the case may be, director or employee or pursuant to the terms other owners of any stock option plan or like agreementEquity Interests in such Subsidiary; provided, however, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the aggregate Borrower to the Borrower shall be not less than an amount equal to (x) the Borrower’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments under this clause (vii) shall not exceed $2,000,000 made to all owners of Equity Interests in any fiscal year of the Borrowersuch Subsidiary.

Restricted Payments. The Borrower shall will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing or permit any of the Restricted Subsidiaries so to dowould result therefrom, except that (i) the Borrower or any may make Restricted Payments of Available Cash (as defined in the Restricted Subsidiaries may declare and pay dividends Partnership Agreement) with respect to its equity securities payable solely any Quarter (as defined in additional shares of such equity securitiesthe Partnership Agreement), (ii) any of the Restricted Borrower and its Subsidiaries may declare and pay dividends make payments or other distributions to officers, directors or employees with respect to its equity securities the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in the Borrower or any 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 the other Restricted Subsidiariesbusiness, (iii) the Borrower may make, reimburse the General Partner for expenses pursuant to the Partnership Agreement 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 and its Subsidiaries may declare and pay dividends distribute cash to W▇▇▇▇▇▇▇ in connection with respect to its preferred equity securitiesparticipation in W▇▇▇▇▇▇▇’ cash management program; provided, (v) that even if at the time thereof and immediately after giving effect thereto no Default or an Event of Default shall have occurred and be is continuing, the Borrower may declare and pay, and agree no Subsidiary shall be prohibited from upstreaming dividends or other payments to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon or making, in the deathcase of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, disabilitydividends or payments, retirement or termination of employment of such officeras the case may be, director or employee or pursuant to the terms other owners of any stock option plan or like agreementEquity Interests in such Subsidiary; provided, however, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the aggregate Borrower to the Borrower shall be not less than an amount equal to (x) the Borrower’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments under this clause (vii) shall not exceed $2,000,000 made to all owners of Equity Interests in any fiscal year of the Borrowersuch Subsidiary.

Restricted Payments. The Neither the Borrower shall not declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit nor any of the Restricted Subsidiaries so shall declare or make any Restricted Payment, except: (a) any Restricted Subsidiary of the Borrower may declare and pay dividends to, repurchase its Equity Interests from or make other distributions to dothe Borrower or to any wholly owned Restricted Subsidiary of the Borrower (or, except in the case of non-wholly owned Subsidiaries that (i) are Restricted Subsidiaries, to the Borrower or any Restricted Subsidiary that is a direct or indirect parent of such Subsidiary and to each other owner of Equity Interests of such Subsidiary on a pro rata basis (or more favorable basis from the perspective of the Borrower or such Subsidiary) based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and pay dividends or make other distributions to Holdings (i) in respect of overhead of Holdings or its direct or indirect owners, including, without limitation, legal, accounting and professional fees and other fees and expenses in connection with the maintenance of its existence and its ownership of the Borrower and franchise Taxes and other Taxes required to maintain its (or any of its direct or indirect parents’) corporate existence (other than, for the avoidance of doubt, any Taxes imposed on or measured by net income); (ii) in the event the Borrower files a consolidated, combined, unitary, affiliated, or similar income tax return with Holdings or any direct or indirect parent of the Borrower (as applicable to Holdings or any direct or indirect parent of the Borrower, the “Consolidated Tax Parent”) to permit the Consolidated Tax Parent to pay the Tax liability in respect of the consolidated, combined, unitary, affiliated or similar returns filed by the Consolidated Tax Parent in each relevant jurisdiction solely to the extent attributable to taxable income, revenue, receipts, gross receipts, gross profits, capital or margin of the Borrower and/or its Subsidiaries and the ownership of the Consolidated Tax Parent in the Borrower and/or its Subsidiaries; provided that the amount of such payment or distribution shall not be greater than the amount of such Taxes that would have been due and payable by the Borrower and its Subsidiaries had the Borrower not filed a consolidated, combined, unitary, affiliated, or similar return with the Consolidated Tax Parent, and, provided further, that the permitted payment pursuant to this clause (ii) with respect to any Tax liability of any Unrestricted Subsidiary shall be limited to the amount actually paid by such Unrestricted Subsidiary to the Borrower or its Restricted Subsidiaries for the purposes of paying such consolidated, combined, unitary, affiliated or similar Taxes; and (iii) without duplication of amounts described in clause (b)(ii), with respect to each taxable year ending after the Closing Date for which the Borrower is treated as a partnership or disregarded entity for U.S. federal income tax purposes, the payment of distributions to the Borrower’s equity owners in an aggregate amount no greater than the product of (x) such equity owners’ allocable share of taxable income of the Borrower (assuming Borrower, as applicable, were a taxable entity) for such taxable year, reduced by (i) any cumulative net taxable loss of the Borrower, as applicable, to the extent such cumulative net taxable loss would have been deductible by the equity owners against such taxable income if such loss had been incurred in the taxable year in question and has not previously been taken into account in determining Permitted Tax Distributions, and (ii) any deductions available with respect to such taxable income (including, without limitation, any deduction for “qualified business income” (within the meaning of Section 199A of the Code) and any “excess business interest” (within the meaning of Section 163(j)(B) of the Code) previously allocated to such equity owners from the Borrower and paid or accrued by such equity owners in the applicable tax year), in each case, determined as if all such equity owners have no items of income, gain, loss, deduction or credit other than through the Borrower and (y) the highest effective combined marginal U.S. federal, state and local income tax rate applicable to a corporation incorporated in New York and resident in New York City for such taxable year (taking into account the character of the taxable income in question (long term capital gain, qualified dividend income, etc.) and the deductibility of state and local income taxes for U.S. federal income tax purposes (and any applicable limitation thereon)), less any taxes paid by the Borrower on behalf of such equity owner or for which the Borrower is responsible for acting as a withholding agent with respect to such equity owner, that are, in each case, attributable to the income described in clause (x); provided that any distributions under this clause (b)(iii) with respect to any such taxable year may be made in installments during the course of the taxable year using reasonable estimates of the anticipated aggregate amount of distributions for such taxable year, with any excess of aggregate installments with respect to any such taxable year over the actual amount of distributions permitted for such taxable year reducing any distributions under this clause (b)(iii) with respect to the immediately subsequent taxable year (and, to the extent such excess is not fully absorbed in the immediately subsequent taxable year, the following year(s)) (any such Restricted Payment permitted under this clause (b)(iii), a “Permitted Tax Distribution”); (c) the Borrower and each Restricted Subsidiary may repurchase, redeem or otherwise acquire or retire (or make dividends or distributions to Holdings to finance any such repurchase, redemption or other acquisition or retirement) for value any Equity Interests of Holdings or any Subsidiary held by any current or former officer, director, consultant or employee of the Borrower, Holdings or any Subsidiary pursuant to any equity subscription agreement, equity grant agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement and 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 other Restricted Subsidiary the proceeds of which are used for such purpose; provided that the aggregate amount of such purchases, redemptions, acquisitions or retirements (other than in connection with facilitating employee tax events relating to vesting and distribution of incentive compensation) under this Section 7.06(c) shall not exceed in any fiscal year $2,500,000 (plus the amount of net proceeds (x) received by the Borrower during such fiscal year from sales of Qualified Equity Interests of the other Restricted SubsidiariesBorrower to directors, (iii) consultants, officers or employees of the Borrower may makeor any Restricted Subsidiary in connection with permitted employee compensation and incentive arrangements, in each case to the extent Not Otherwise Applied, and agree to make, payments on account of liabilities described in clause (viy) of any key-man life insurance policies recorded during such fiscal year), which, if not used in any year, may be carried forward to the definition next subsequent fiscal year; (d) non-cash repurchases of “Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the exercise price of such options; (e) (x) payments by any Securitization Issuer Entity to holders of Permitted Securitization Indebtedness or ownership interests of such Securitization Issuer Entity pursuant to the terms of such Permitted Securitization Indebtedness or (y) Restricted Payments by the Warehouse Facility Entity to the Borrower or any wholly owned Restricted Subsidiary of the Borrower pursuant to the terms of Permitted Warehouse Indebtedness” contained herein and permitted by Section 7.1, ; (ivf) the Borrower may declare and pay dividends with respect Restricted Payments in an aggregate amount of up to its preferred 6.0% per calendar year of the net cash proceeds received by or contributed to the Borrower from any Qualified Equity Offering or other public offering of the Qualified Equity Interests of the Borrower (or any direct or indirect parent thereof, to the extent such proceeds have been contributed as common equity securitiesto the capital of the Borrower), in each case to the extent Not Otherwise Applied; provided that (vi) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and is continuing or would result therefrom, (ii) the Net Leverage Ratio would, on a Pro Forma Basis giving effect thereto as if such Restricted Payment had been made at the beginning of the Test Period most recently-ended, not be continuinggreater than the lesser of 3.00 to 1.00 and the then applicable level set forth in Section 7.10(a) and (iii) the Borrower would, on a Pro Forma Basis giving effect thereto as if such Restricted Payment had been made at the beginning of the Test Period most recently-ended, be in compliance with Section 7.10; (g) [reserved]; (h) the Borrower may declare and pay, and agree to declare and pay, directly or indirectly, pay other Restricted Payments in cash an aggregate amount not to its common shareholdersexceed the Available Amount; provided that (i) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (viii) the Net Leverage Ratio would, on a Pro Forma Basis giving effect thereto as if such Restricted Payment had been made at the beginning of the Test Period most recently-ended, not be greater than the lesser of 3.00 to 1.00 and the then applicable level set forth in Section 7.10(a) and (iii) the Borrower or any would, on a Pro Forma Basis giving effect thereto as if such Restricted Payment had been made at the beginning of the Test Period most recently-ended, be in compliance with Section 7.10; and (i) to the extent constituting a Restricted Subsidiaries may makePayment, and agree to make, payments on account the repayment of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the BorrowerRefinancing.

Restricted Payments. The Borrower shall not declare or make, or agree to pay for Declare or make, directly or indirectly, any Restricted Payment, or permit incur any of the Restricted Subsidiaries so obligation (contingent or otherwise) to dodo so, except that (i) 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 securitiesthat, (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, 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto so long as no Default or Event of Default shall have occurred and be continuing, continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) Parent; each Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to (b) the Borrower Parent and each Subsidiary thereof may declare and paymake dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and agree distributions in an amount sufficient to declare allow Holdings and payIntermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, directly provided that, if Holdings or indirectlyIntermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), Restricted Payments 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 cash its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its common shareholdersEquity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in 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, (viii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Borrower Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of the Restricted Subsidiaries may maketheir Subsidiaries, and agree to make, payments on account of subordinated Indebtedness described in clause (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 definition Equity Interests of “Restricted Payments” Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and permitted distributions made by the subordination terms applicable thereto 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 Parent; (viie) the Borrower Parent may repurchase common Equity Interests or common stock options from present or former officerspay, directors or employees without duplication, cash dividends, payments and distributions (or heirs of, estates of or trusts formed such personsA) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any stock option plan or like agreementRelated Taxes; providedand (f) the Parent may pay cash dividends, howeverpayments and distributions to Intermediate Holdco for distribution to Holdings, that to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount of payments under this clause (vii) shall not to exceed $2,000,000 30,000,000 in any fiscal year Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the BorrowerPayment Conditions are satisfied.

Restricted Payments. The At all times prior to the Investment Grade Changeover Date, the Parent Guarantor and the Borrower shall will not, and will not permit any of the Restricted Subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, return any capital to its holders of Equity Interests or permit make any distribution of its Property to its Equity Interest holders without the prior approval of the Restricted Subsidiaries so to doMajority Lenders, except that (i) that: • each of the Parent Guarantor, the Borrower or any of and the Restricted Subsidiaries may declare and pay dividends or distributions with respect to its equity securities Equity Interests payable solely in additional shares of such equity securitiesEquity Interests (other than Disqualified Capital Stock), (ii) • any Restricted Subsidiary of the Restricted Subsidiaries Parent Guarantor may declare and pay dividends ratably with respect to its equity securities to Equity Interests, • the Parent Guarantor, the Borrower and the Restricted Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or any other benefit plans for management, employees, directors and consultants of the other Restricted Parent Guarantor, the Borrower and their Subsidiaries, (iii) • the Borrower may 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 Parent Guarantor may declare and pay dividends with respect consisting of Equity Interests in Unrestricted Subsidiaries, • any DrillCo that is an entity may declare and pay dividends or other distributions to its preferred equity securitiesDrillCo Parties as required by the terms of the agreements governing such DrillCo, (v) • the Parent Guarantor and the Borrower may make Restricted Payments if at the time thereof and immediately after giving effect thereto no Default o the Parent Guarantor’s ratio of Total Debt to EBITDAX (calculated in accordance with Section 9.01(a)(i)) is equal to or Event of Default shall have occurred less than 3.0 to 1.0 and be continuing, o the Borrower may declare and paywould have liquidity (as defined in Section 9.04(b)(i)(B)(II)) equal to or greater than 15% of the then effective Borrowing Base, and agree • the Parent Guarantor may pay dividends and distributions to declare the holders of its Equity Interests, if and pay, directly to the extent that o such dividend or indirectly, Restricted Payments in cash to its common shareholders, (vi) distribution is paid within 75 days after the Borrower or any date of declaration thereof and o as of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment date of such officerdeclaration, director if such dividend or employee or pursuant to the terms distribution had been paid as of any stock option plan or like agreement; providedsuch date of declaration, however, that the aggregate amount of payments it would have been permitted under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the BorrowerSection 9.04(a).

Restricted Payments. The Borrower shall not declare or make, or agree to pay for Declare or make, directly or indirectly, any Restricted Payment, or permit incur any obligation (contingent or otherwise) to do so, except the following: (a) each Restricted Subsidiary of a Loan Party may make Restricted Payments to the holder of its Equity Interests, provided that any such Restricted Payment to a Person that is not a Loan Party shall not exceed such Person’s ratable share of the Restricted Subsidiaries Payments so to domade; (b) the Loan Parties and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other Equity Interests of such Person, except that other than Disqualified Stock; (ic) [Reserved]; (d) the Borrower or any Restricted Subsidiary may pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities payable solely in additional shares Equity Interests of such equity securitiesit or any direct or indirect parent thereof held by any future, present or former employee, director, manager, officer or consultant (ii) or any Affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributees of any of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities to foregoing) of the Borrower (or any direct or indirect parent of the Borrower) or any of the other Restricted Subsidiariesits Subsidiaries pursuant to any employee, (iii) the Borrower may makemanagement, and agree to makedirector or manager equity plan, payments on account of liabilities described in clause (vi) of the definition of “Indebtedness” contained herein and permitted by Section 7.1employee, (iv) the Borrower may declare and pay dividends with respect to its preferred equity securitiesmanagement, (v) if at the time thereof and immediately after giving effect thereto no Default director 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 cash to its common shareholders, (vi) the Borrower manager stock option plan or any of the Restricted Subsidiaries may makeother employee, and agree to makemanagement, payments on account of subordinated Indebtedness described in clause director or manager benefit plan or any agreement (iiiincluding any stock subscription or shareholder agreement) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests with any employee, director, manager, officer or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) consultant of the Borrower or any Subsidiary upon Subsidiary; provided that such payments do not exceed $200,000 in any calendar year, provided that any unused portion of the deathpreceding basket for any calendar year may be carried forward to succeeding calendar years, 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 so long as the aggregate amount of payments under all Restricted Payments made pursuant to this clause subsection (viid) in any calendar year (after giving effect to such carry forward) shall not exceed $2,000,000 in 500,000; provided further that cancellation of Indebtedness owing to the Borrower (or any fiscal year direct or indirect parent thereof) or any of its Subsidiaries from members of management of the Borrower, any of the Borrower’s direct or indirect parent companies or any of the Borrower’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of any of the Borrower’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement; (e) [Reserved]; (f) the redemption, repurchase, retirement or other acquisition of any Equity Interests of the Borrower in exchange for, or out of the proceeds of the substantially concurrent issuance or sale (other than to a Restricted Subsidiary or to an employee stock ownership plan) of Equity Interests of the Borrower (other than Disqualified Stock); (g) repurchases of Equity Interests deemed to occur (i) upon exercise of stock options, stock appreciation rights or warrants if such Equity Interests represent a portion of the exercise price of such options, stock appreciation rights or warrants or (ii) for purposes of satisfying any required tax withholding obligation upon the exercise or vesting of a grant or award that was granted or awarded to an employee or director; (h) the repurchase, redemption or other acquisition for value of Equity Interests of Borrower deemed to occur in connection with paying cash in lieu of fractional shares of such Equity Interests in connection with a share dividend, distribution, share split, reverse share split, merger, consolidation, amalgamation or other business combination of Borrower or its Subsidiaries, in each case, permitted under this Agreement; and (i) other Restricted Payments, in cash or in kind, not to exceed $750,000 in the aggregate.

Restricted Payments. The Borrower shall not declare Declare or make, or agree permit any Subsidiary (other than any Subsidiary Outside Company) to pay for declare or make, directly or indirectly, any Restricted Payment, or incur, or permit any Subsidiary (other than any Subsidiary Outside Company) to incur, any obligation (contingent or otherwise) to do so, except that: (a) each Subsidiary may declare and make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower may make distributions to the Trust to permit the Trust to satisfy expenses of the Trust that relate to the Borrower and its Subsidiaries; (c) to the extent the 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 as of the Fifth Amendment Effective Date (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); provided, that prior to the waiver or other resolution of the Lugano Events of Default, from and after the Fifth Amendment Effective Date, the (i) Borrower shall not pay Management Fees to the Manager in an aggregate amount in excess of $5,000,00015,000,000 per fiscal quarter and (ii) the Portfolio Companies shall not pay management fees to the Manager in an aggregate amount in excess of $2,000,000 per fiscal quarter (provided, for the avoidance of doubt, such payments by Portfolio Companies shall not limit the payments by Borrower allowed by subsection (i) hereof), which payments shall be made in the ordinary course of business consistent with past practice;. (e) Subsidiaries so may pay Integration Services Fees, in each case to dothe extent that (i) such fees are reasonable and customary based on the applicable acquisition or sale and (ii) such fees have been approved by the board of directors (or equivalent governing body) of the applicable Portfolio Company or Outside Company and by the compensation committee of the Borrower; (f) the Borrower may make Allocation Member Distributions; (g) the Borrower may make Restricted Payments if, except after giving effect thereto and the incurrence of any Indebtedness in connection therewith, (i) no Event of Default exists or would result therefrom (and, assuming any such incurrence of Indebtedness in connection therewith had occurred on the first day of the then most recently ended twelve-month period of the Borrower for which a Compliance Certificate has been delivered hereunder,, (ii) the aggregate amount of such Restricted Payments would not be greater than $10,000,000 during any fiscal quarter of the Borrower unless the Consolidated Total Leverage Ratio of the Borrower would be in compliance with Section 7.11(a)not be greater than 4.50:1.00 on a Pro Forma Basis) as of the last day of such fiscal quarter, and (iiiii) either (A) the sum of (x) all cash and Cash Equivalents of the Borrower on deposit in an account that is with the Administrative Agent or is subject to a Qualifying Control Agreement plus (y) Unused Borrowing Availability is not less than $25,000,000, or (B) the Consolidated Fixed Charge Coverage Ratio for the most recent twelve-month period of the Borrower for which a Compliance Certificate has been delivered hereunder, calculated on a Pro Forma Basis giving effect to any such Restricted Payment by the Borrower and all other such Restricted Payments by the Borrower during such period as charges in the denominator of the Consolidated Fixed Charge Coverage Ratio, is greater than 1.00 to 1.00;10,000,000; (h) each Portfolio Company may purchase or redeem shares of its preferred stock from any one or more shareholders: (i) with Intercompany Debt permitted hereunder if, after giving effect thereto and the incurrence of any Indebtedness in connection therewith, (A) no Event of Default exists or would result therefrom, (B) the Consolidated Total Leverage Ratio as of the last day of the most recently ended twelve-month period for which financial statements have been delivered hereunder (calculated on a Pro Forma Basis assuming any such incurrence of Indebtedness in connection therewith had occurred on the first day of such period) is less than 2.00 to 1.00, and (C) the sum of (x) all cash and Cash Equivalents of the Borrower on deposit in an account that is with the Administrative Agent or is subject to a Qualifying Control Agreement plus (y) Unused Borrowing Availability is not less than $25,000,000; (ii) [reserved]; and (iii) with proceeds (net of reasonable direct costs incurred in connection therewith, including legal, accounting and investment banking fees, professional fees and expenses, and taxes paid or reasonably estimated by the Borrower to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements)) of a sale or issuance by the Trust of common Equity Interests in the Trust, which proceeds are contributed by the Trust to the Borrower and further contributed by the Borrower to such Portfolio Company and actually used by such Portfolio Company to purchase or redeem shares of its preferred stock substantially concurrently with such sale or issuance and contributions; (i) each Portfolio Company may purchase or redeem shares of its common and/or preferred Equity Interests from any one or more minority shareholders in unlimited amounts, provided that no such purchase or redemption shall be made by a Portfolio Company unless (A) such Portfolio Company is in compliance with the financial covenants under its Intercompany Debt Documents on a pro forma basis after giving effect to such proposed purchase or redemption, (B) no Event of Default exists or would result therefrom and (C) after giving effect to such to such proposed purchase or redemption and the incurrence of any Indebtedness in connection therewith, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.11 recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement; (j) to the extent due and payable and permitted under the applicable subordination provisions thereof, the Portfolio Companies may make regularly scheduled payments in respect of Permitted Earn Out Obligations, provided that (i) the amount of revolver borrowing availability under the Intercompany Debt Documents between the Borrower or any and the applicable Portfolio Company after giving effect to such payment shall be not less than the product of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities payable solely in additional shares Portfolio Company EBITDA of such equity securitiesPortfolio 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) any of such Portfolio Company is in compliance with the Restricted Subsidiaries may declare and pay dividends with respect financial covenants under its Intercompany Debt Documents on a pro forma basis after giving effect to its equity securities to the Borrower or any of the other Restricted Subsidiariessuch payment, (iii) the Borrower may make, no Event of Default exists or would result therefrom 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) after giving effect to such to such payment, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.11 recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement; and (k) the Borrower and each Subsidiary may declare and pay dividends with respect to its preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto no Default make dividend payments 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 other distributions payable solely in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the BorrowerPerson.

Restricted Payments. The REIT and the Borrower shall not, and shall not declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit any of the their Subsidiaries to, declare or make any Restricted Subsidiaries Payment so to do, except that (i) the Borrower or long as 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, 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto no Default or Event of Default exists or would result therefrom. Notwithstanding the foregoing, unless a Default or Event of Default specified in Sections 7.2, 7.6 or 7.7 shall have occurred and be continuing, or if as a result of the Borrower may declare and pay, and agree occurrence of any other Event of Default the Obligations have been accelerated pursuant to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholdersSection 8.1, (via) the Borrower or and its Subsidiaries and any other Subsidiary of the Restricted Subsidiaries REIT may make, pay dividends and agree distributions to make, payments on account the REIT and other holders of subordinated Indebtedness described partnership interests in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant with respect to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year ending during the term of this Agreement to the Borrowerextent necessary for the REIT to distribute, and the REIT may so distribute, dividends and distributions to its shareholders in an aggregate amount not to exceed the amount required to be distributed for the REIT (i) to remain in compliance with Section 6.19 and (ii) to avoid the payment of U.S. federal or state income or excise tax, and (b) with respect to any Subsidiary of a Subsidiary REIT, such Subsidiary may pay dividends and distributions to such Subsidiary REIT to the extent necessary for such Subsidiary REIT to distribute, and such Subsidiary REIT may so distribute, dividends and distributions to its shareholders (i) to maintain such Subsidiary REIT’s status as a “real estate investment trust” under the Code and (ii) to avoid the payment of U.S. federal or state income or excise tax. Subsidiaries other than the Borrower may, at any time, make Restricted Payments to the Borrower and the other Subsidiaries.

Restricted Payments. The Borrower No Credit Party shall not declare or make, or agree to pay for or make, directly or indirectly, make any Restricted Payment, or permit except (a) intercompany loans and advances and other transactions between Borrowers, Holdings and Subsidiaries to the extent expressly permitted under this Agreement, (b) dividends and distributions by Subsidiaries of any of the Restricted Subsidiaries so Borrower paid to do, except that (i) the such Borrower or any Subsidiary Guarantor, and other payments, loans, contributions and other transfers of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities payable solely in additional shares of such equity securitiesfunds or other property between or among Borrowers and/or Subsidiary Guarantors, (iic) 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 Subsidiariesemployee loans permitted under Section 6.4(b), (iiid) the Borrower may make, payments of principal and agree to make, payments on account interest of liabilities described Intercompany Notes issued in clause (vi) of the definition of “Indebtedness” contained herein and permitted by accordance with Section 7.16.3, (ive) the Borrower may declare and pay dividends with respect to its preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto so long as no Event of Default or Event of payment Default shall have occurred and be continuingcontinuing or would result therefrom, payments of management fees to Sponsor pursuant to Sponsor Management Agreement in an aggregate amount not to exceed $1,000,000 per year, (f) closing fees to Sponsor upon the Borrower may declare Closing Date in connection with the Acquisition in an aggregate amount not to exceed $2,500,000, (g) payments to Holdings to permit Holdings to pay (w) its reasonable corporate overhead expenses incurred in the ordinary course of business (including, without limitation, fees, expenses and pay, and agree to declare and pay, directly or indirectly, Restricted Payments in cash reimbursement obligations to its common shareholdersnon-Affiliated board members, expenses relating to audits, accounting and SEC reporting requirements), (vix) the Borrower or any to reimburse Holdings officers and directors for reasonable and customary travel expenses incurred solely in furtherance of the Restricted business that Holdings and its Subsidiaries may makeare expressly permitted to be engaged in hereunder, and agree to make(y) so long as no Event of Default exists or would result therefrom, payments on account of subordinated Indebtedness described to such officers and directors in clause (iii) order to indemnify such officers or directors from any losses, damages or claims suffered by them in carrying out their duties solely in furtherance of the definition of “Restricted Payments” business that Holdings and its Subsidiaries are expressly permitted to be engaged in hereunder to the extent and only to the extent that such losses, damages or claims are not covered by the subordination terms applicable thereto insurance and (vii) the Borrower may repurchase common Equity Interests are not caused by any negligence, criminal or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment willful misconduct of such officer, director or employee employee, and (z) Permitted Tax Distributions, (h) payments to Sponsor of Financial Advisory Fees (as such term is defined in the Sponsor Management Agreement) for Financial Advisory Services rendered under and as defined in the Sponsor Management Agreement and reimbursement of Sponsor for expenses and indemnities under the Sponsor Management Agreement, provided in each case that such fees and such reimbursed fees and expenses are customary and reasonable in type and amount and otherwise in compliance with Section 6.4, (i) Permitted Prepayments of Senior Unsecured Notes, (j) regularly scheduled payments of interest on the Senior Unsecured Notes, together with the underwriting fee to be paid on the Closing Date in connection with the issuance of the Senior Unsecured Notes in an amount as identified on the Sources and Uses delivered by Borrower Representative to Agent on the Closing Date and any customary and reasonable underwriting fees to be paid after the Closing Date in connection with any additional issuance of the Senior Unsecured Notes to extent such additional issuance is permitted hereunder, reimbursement of the Senior Unsecured Noteholder Indenture Trustee of any fees or pursuant expenses incurred in connection with the administration, monitoring or enforcement of the Senior Unsecured Note Documents, in each case in accordance with the Senior Unsecured Note Documents (as in effect on the date hereof and as amended, refinanced, increased, supplemented or modified from time to time to the terms of any stock option plan extent such amendment, refinancing, increase, supplement, refinancing or like agreement; provided, however, that the aggregate amount of payments modification is expressly permitted under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the BorrowerAgreement).

Restricted Payments. The Borrower shall will not declare or make, or agree and will not permit any Subsidiary to pay for or make, directly or indirectly, any Restricted PaymentPayments, other than so long as no Event of Default has occurred and is continuing, or permit any of the Restricted Subsidiaries so to dowould result therefrom, except that for the following: (i) 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, (iiia) the Borrower may make, and agree to make, payments on account of liabilities described in clause (vi) repurchase stock of the definition Borrower owned by an officer, director, consultant or employee of “Indebtedness” contained herein and permitted the Borrower in connection with the termination of such officer’s, director’s, consultant’s or employee’s employment or employee’s other relationship with the Borrower, provided the aggregate amount of such Restricted Payments under this Section 6.7(a) made by Section 7.1, the Borrower in any fiscal year does not exceed $1,000,000; (ivb) any wholly-owned Subsidiary of the Borrower may declare and pay dividends or make distributions to its parent; provided, however, that, if such wholly-owned Subsidiary is indirectly owned by the Borrower 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 Holdings 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, however, 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 Holdings’ 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 the Agent and the Banks 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; and (d) prepayments of: (i) Capitalized Lease Obligations; and/or (ii) other Indebtedness for borrowed money, other interest bearing Indebtedness, but excluding Seller Financing, up to the aggregate amount of $1,000,000.00 per fiscal year determined on a consolidated basis for the Borrower and its preferred equity securitiesSubsidiaries so long as, (v) if at the time thereof and immediately after giving effect thereto in either case, no Default or Event of Default shall have has occurred and be continuing, is continuing at the Borrower may declare time of such prepayment and pay, and agree to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) such prepayment does not require the Borrower or any of the Restricted its Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests pay any prepayment premium or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the Borrowerpenalty.

Restricted Payments. The Borrower shall Not, and not declare permit any Subsidiary to, (i) make any dividend or makeother distribution to any of its equity holders, (ii) purchase or redeem any of its Equity Interests or any rights in respect thereof, (iii) pay any management, transaction, advisory, monitoring or similar fees to any Affiliate, any of its equity holders or any Affiliate thereof, (iv) make any redemption, prepayment (whether mandatory or optional), defeasance, repurchase or other payment in respect of any Subordinated Debt, (v) make any redemption, prepayment (whether mandatory or optional), defeasance, repurchase or other payment in respect of any Debt prior to its scheduled maturity (other than (x) the Obligations and (y) Debt secured by a Permitted Lien if the asset securing such Debt has been sold or otherwise disposed of in a transaction permitted hereunder), or agree to pay (vi) set aside funds for or make, directly or indirectly, any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that foregoing (the foregoing clauses (i) through (vi), “Restricted Payments”). Notwithstanding the foregoing: (a) any Subsidiary may make Restricted Payments to Borrower or to any of the Restricted Subsidiaries other Loan Party that is a Domestic Subsidiary; (b) any Loan Party may make payments to its Parent Company in order for such Parent Company to make Tax Distributions; (c) Holdings may declare and pay dividends with respect to its equity securities common stock payable solely in additional shares of its common stock; (d) Holdings may repurchase Equity Interests upon the cashless exercise of stock options or warrants if such equity securitiesEquity Interests represent all or a portion of the exercise price of such options or warrants; (e) reserved; (f) Loan Parties may make Restricted Payments (or may make Restricted Payments to any Parent Company) to the extent necessary to enable any Parent Company: (i) to pay (1) general administrative costs and expenses (including corporate overhead, legal or similar expenses and audit, accounting and other reporting expenses) of any Parent Company and to pay insurance premiums of (iior on behalf of) any Parent Company, in each case, which are incurred in the ordinary course of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities business, which are attributable to the Borrower ownership or any of the other Restricted Subsidiaries, (iii) the Borrower may make, and agree to make, payments on account of liabilities described in clause (vi) of the definition of “Indebtedness” contained herein and permitted operations by Section 7.1, (iv) the Borrower may declare and pay dividends with respect to its 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 cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) Parent Company of the Borrower or any Subsidiary upon and which are applied by such Parent Company for such purpose and (2) to pay each Loan Party’s allocable share of franchise fees and Taxes and similar fees and expenses required to enable such Parent Company to maintain its organizational existence or qualification to do business, in each case, incurred or arising in the death, disability, retirement or termination ordinary course of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreementbusiness; provided, however, provided that the aggregate amount of all such Restricted Payments made pursuant to this clause (i) in any Fiscal Year shall not exceed $50,000; (ii) reserved; (iii) payments in respect of reasonable and customary director, officer and employee indemnification arrangements, in each case, approved by the Board of Directors of Holdings (or any other Parent Company), Borrower or any Subsidiary, as applicable; (iv) reserved; (v) reserved; (vi) to finance any Investment permitted under Section 7.10; provided that (1) any Restricted Payment under this clause (vi) shall be made substantially concurrently with the closing of such Investment and (2) the relevant Parent Company shall, promptly following the closing thereof, cause (A) all property acquired to be contributed to Borrower or a Subsidiary, or (B) the merger, consolidation or amalgamation of the Person formed or acquired into Borrower or a Subsidiary, in order to consummate such Investment in compliance with the applicable requirements of Section 7.10 as if undertaken as a direct Investment by Borrower or such Subsidiary; and (vii) to the extent constituting a Restricted Payment, to make any payment permitted by Section 7.7 (other than in reliance on clause (j) thereof); (g) neither this Section 7.3 nor any other provision of this Agreement shall not exceed $2,000,000 prohibit or restrict the issuance of Equity Interests from Holdings to its equity holders pursuant to the Warrant or the 2021 Long Term Incentive Plan (as in any fiscal year of effect on the BorrowerClosing Date); (h) reserved; and (i) the Loan Parties may pay Closing Date Transaction Expenses.

Restricted Payments. The Borrower shall not declare Declare or make, or agree to pay for or make, directly or indirectly, make any Restricted Payment, Payment or permit incur any of the Restricted Subsidiaries obligation (contingent or otherwise) to do so to do, except that unless (ia) 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, 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto when any such Restricted Payment is to be made, no Default or Event of Default exists or would result therefrom and (b) after giving effect to the making of such Restricted Payment, Borrowers would 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 the Administrative Agent and Lenders as if such Restricted Payment had been paid during such Fiscal Quarter, a Responsible Officer of Borrowers shall have occurred certified to the Administrative Agent and be continuing, Lenders as to compliance with the Borrower may declare and pay, and agree to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in preceding clause (iiib) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreementin a certificate attaching calculations; provided, however, (i) a Subsidiary of a Loan Party may declare and pay dividends ratably with respect to such Subsidiary’s Equity Interests, except: (a) a Subsidiary of a Loan Party may declare and pay dividends ratably with respect to such Subsidiary’s Equity Interests; (b) (ii) Borrowers and other Loan Parties may make Restricted 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 Borrowers, (iii) the ; (c) 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 satisfy any tax withholding obligations; (d) Borrowers may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrowers held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the 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 future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the 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 payments under Restricted Payments pursuant to this clause (viiiiid) shall not exceed $2,000,000 in any fiscal year of the Borrower.1,000,000;

Restricted Payments. The Borrower shall not declare or make, or agree to pay for or makeMake, directly or indirectly, any Restricted Payment, or permit except: (a) each Subsidiary may make Restricted Payments to the Borrower and to other Subsidiaries that are Loan Parties and each Subsidiary that is not a Loan Party may make Restricted Payments to any of Subsidiary that is not a Loan Party; and (b) the Borrower and its Subsidiaries may make Restricted Subsidiaries so Payments to do, except that Holdings: (i) the proceeds of which shall be used to pay any federal, state, local or foreign Taxes of a consolidated, combined or similar tax group of which Holdings is the common parent, to the extent such Taxes are attributable to the income of the Borrower or any of its Subsidiaries; provided that (x) no such payments shall exceed the Restricted income tax liability that would have been imposed on the Borrower and/or the applicable Subsidiaries may declare and pay dividends with respect to its equity securities payable solely in additional shares of had such equity securities, entity(ies) filed on a stand-alone basis; (ii) any the proceeds of which shall be used to pay Holdings’ operating costs and expenses incurred in the ordinary course of business, other overhead costs and expenses and fees (including administrative, legal, accounting and similar expenses provided by third parties as well as trustee, directors and general partner fees) which are reasonable and customary and incurred in the ordinary course of business and attributable to the ownership or operations of the Restricted Borrower and its Subsidiaries may declare (including any reasonable and pay dividends with respect to its equity securities customary indemnification claims made by directors or officers of Holdings attributable to the Borrower direct or any indirect ownership or operations of the other Restricted Borrower and its Subsidiaries, (iii) the Borrower may make, and agree to make, payments on account of liabilities described in clause (vi) of the definition of “Indebtedness” contained herein fees and permitted expenses otherwise due and payable by Section 7.1, (iv) the Borrower may declare and pay dividends with respect to its 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 cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon and permitted to be paid by the death, disability, retirement Borrower 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 Subsidiary under this clause (vii) shall Agreement not to exceed $2,000,000 500,000, in any fiscal year year; and (iii) to the extent not duplicative of Section 7.06(b)(i) or (ii), the proceeds of which shall be used to pay franchise and excise taxes, and other similar fees, taxes and expenses, required to maintain Holdings’ existence; provided that any Restricted Payments made pursuant to this Section 7.06 shall comply with the Budget. In addition to the foregoing limitations on Restricted Payments, the Borrower will not, and will not permit any of its Subsidiaries to implement or adopt any employee stock option plan, deferred compensation plan, incentive plan, retention bonus plan or similar compensation arrangements that are outside the ordinary course of business without the prior written consent of the BorrowerAdministrative Agent and the Required Lenders.

Restricted Payments. The Borrower shall not not, nor shall it permit any Subsidiary to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit incur any of the Restricted Subsidiaries so obligation (contingent or otherwise) to dodo so, except that (i) 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 securitiesthat, (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, 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto so long as no Default or Event of Default shall have occurred and be continuingcontinuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower, any Subsidiaries of the Borrower that are Guarantors and any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower may declare distribute rights pursuant to any existing shareholder rights plan or redeem such rights in accordance with the terms of any such existing shareholder rights plan; (d) the Borrower and pay, and agree to declare and pay, directly or indirectly, its Subsidiaries may make Restricted Payments in cash connection with or pursuant to any of its common shareholdersemployee benefits plans or in connection with the employment, termination or 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; (vie) the Borrower or any 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 Restricted Subsidiaries may make, and agree to make, payments on account exercise price of subordinated Indebtedness described in clause such options; (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (viif) the Borrower may repurchase common 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 any payment constituting an Early Retirement of any Early Maturity Public Indebtedness. (h) the Borrower may make any payment constituting an Early Retirement of any Later Maturity Public Indebtedness, so long as such payment is not made out of the proceeds of Revolving Credit Loans; (i) the Borrower may declare or pay cash dividends to its stockholders in an amount during each fiscal quarter not to exceed $0.18 multiplied by the number of shares of common stock options from present outstanding on the record date for such dividend; and (j) the Borrower may (i) declare or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) pay additional cash dividends to its stockholders in excess of the Borrower dividends permitted under Section 7.09(i), (ii) purchase, redeem or otherwise acquire for cash Equity Interests issued by it and (iii) make any Subsidiary upon the deathpayment constituting an Early Retirement of Later Maturity Public Indebtedness that is not otherwise permitted under Section 7.09(h), 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 if after giving effect thereto (A) the aggregate amount of such dividends, purchases, redemptions, acquisitions or Early Retirements under clauses (i), (ii) and (iii) paid or made after December 30, 2007 would be less than $250,000,000 or (B) the amount of Consolidated Indebtedness of the Borrower would not cause the Consolidated Total Leverage Ratio to equal or exceed 4.00 to 1.00 calculated using the Consolidated EBITDA of the Borrower as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a) (it being understood that the Borrower may allocate any such payments under this to clause (viiB) shall not exceed $2,000,000 in any fiscal year of until the BorrowerConsolidated Total Leverage Ratio equals 4.00 to 1.00 and thereafter allocate payments to clause (A) hereof).

Restricted Payments. The Borrower shall not DeclareWith respect to the Company and its Subsidiaries, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit incur any obligation (contingent or otherwise) to do so, or issue or sell any of the Restricted Subsidiaries so to dotheir respective Equity Interests, except that that: (ia) each Subsidiary of the 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 dividend payments in cash with respect to any class of Equity Interests of such Subsidiary to the then holders of such Equity Interests ratably according to their respective holdings; (b) the Borrower or any Company and each of the Restricted its Subsidiaries may declare and make 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 according to their respective holdings; (c) the Company and Scripps may declare and make dividend payments in cash to the Facility Guarantor (directly or through any Subsidiary of the Facility Guarantor) in an aggregate amount for any period not greater than an amount sufficient to permit the Facility Guarantor to (i) make payments pursuant to and in accordance with stock option plans or other management plans for management or employees of the Facility Guarantor, the Company and its Subsidiaries during such period, (ii) pay dividends any Taxes of the Facility Guarantor, the Company and its Subsidiaries which are due and payable, (iii) pay customary directors’ fees paid to the members of Facility Guarantor’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 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 equity securities payable solely officers and directors in additional shares the ordinary course of such equity securities, its business and (iivii) any pay customary and reasonable indemnification claims made by directors and officers of the Restricted Facility Guarantor; (d) the Company and each of its Subsidiaries may declare issue and pay dividends with respect to its equity securities to the Borrower 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 of the other Restricted Subsidiaries, (iii) the Borrower may 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred then exist and be continuingno Event of Default would result from such issuance and sale or such Restricted Payment, as the Borrower case may declare be, giving Pro Forma Effect to such issuance and pay, sale or such Restricted Payment; (e) the Company may issue and agree to declare and pay, directly or indirectly, Restricted Payments in cash to sell (i) its common shareholders, Equity Interests; provided that no Change of Control would result from such issuance and sale; and (viii) the Borrower Company 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 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 the Restricted its Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “make Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or Payments pursuant to or in connection with the terms of any stock option plan Scripps Transactions.; provided that, notwithstanding the foregoing, on or like agreement; providedafter the Amendment No. 2 Effective Date, however, that the aggregate amount of payments under this clause (vii) Facility Guarantor shall not exceed $2,000,000 make any Restricted Payment in cash unless after giving Pro Forma Effect to any fiscal year of such Restricted Payment and the Borrowertransactions 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 Credit Parties shall not declare and shall not cause or make, or agree permit their Subsidiaries to pay for or make, directly or indirectlyindirectly declare, order, pay, make or set apart any sum for any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that that: (a) U.S. Borrower may make payments and 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 use of a tax benefit by the Holdings tax group) then due and owing, franchise taxes and other 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 all other operating costs of Holdings, 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 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 debt obligations with respect to which any Canadian Subsidiary of Holdings is the obligor; (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 Subsidiaries may declare Payment: (i) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Borrowers and pay dividends Holdings since November 24, 2003 pursuant to this paragraph (d), is less than the sum, without duplication, of $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 respect 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 payable solely in additional shares 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 Credit 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 equity securitiesInvestments 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) any of the Restricted Subsidiaries may declare Aggregate Borrowing Availability shall be no less than $40,000,000 and pay dividends with respect to its equity securities to the Borrower or any of the other Restricted Subsidiaries, (iii) the Borrower may 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 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 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 declare and pay, and agree to declare and pay, directly or indirectly, make Restricted Payments in cash to its common shareholdersshareholders or partners generally, (vi) so long as the Borrower or any 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 Restricted Subsidiaries may make, and agree to make, payments on account various classes of subordinated Indebtedness described equity interests in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests such Subsidiary or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreementagreements 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 Credit Parties may make Restricted Payments to minority shareholders of any Target (as defined in Section 3.6) in connection with a Permitted Acquisition; provided, howeverthat such payments are within the limits set forth in Section 3.6(b)(v); (i) Holdings may make Restricted Payments prior to the Closing Date consisting solely of proceeds from the issuance of the Senior Discount Notes, that on a pro rata basis, to redeem part of the Holdings Series A Redeemable Preferred Stock and to pay a dividend on the common stock of Holdings in an aggregate amount of payments under this clause (vii) shall not to exceed $2,000,000 in any fiscal year 100,000,000; (j) Holdings may repurchase, prepay or redeem the Holdings Series A Redeemable Preferred Stock as part of the Related Transactions; and (k) So long as no Event of Default has occurred and is continuing or would 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 Holdings’ 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 7.5% per annum of the amount contributed to the Borrowers by Holdings from the proceeds received by Holdings from the Offering, or (ii) in the case of the first public offering of common stock of such Borrower, 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 respect to Stock registered on Form S-8.

Restricted Payments. The (a) Neither Holdings nor the Borrower shall not will, nor will Holdings permit any Subsidiary to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit incur any of the Restricted Subsidiaries so obligation (contingent or otherwise) to dodo so, except that (i) the Borrower or any of and the Restricted Subsidiaries (other than the Revolving Borrower) may declare and pay dividends ratably with respect to their Equity Interests, (ii) Holdings may declare and pay dividends with respect to its equity securities common stock 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 Subsidiariescommon stock, (iii) the Revolving Borrower may, or may makemake Restricted Payments to Holdings so that Holdings may (and Holdings may), make Restricted Payments pursuant to and agree to makein accordance with stock option plans or other benefit plans approved by Holdings’s board of directors for management or employees of Holdings, payments on account of liabilities described in clause (vi) of the definition of “Indebtedness” contained herein Borrower and permitted by Section 7.1the Subsidiaries, (iv) the Revolving Borrower may make Restricted Payments to Holdings at such times and in such amounts (A) as shall be necessary to permit Holdings to discharge its general corporate and overhead (including franchise taxes and directors fees) expenses incurred in the ordinary course and other permitted liabilities and (B) as shall be necessary to pay the Tax liabilities of Holdings directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (1) the amount of Restricted Payments pursuant to clause (B) of this clause (iv) shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of federal, State and local taxes were the Borrower and the Subsidiaries to pay such taxes as stand-alone taxpayers, (2) all Restricted Payments made to Holdings pursuant to this clause (iv) are used by Holdings for the purposes specified herein within ten Business Days after Holdings’s receipt thereof and (3) no Default shall have occurred and be continuing or would result therefrom, (v) each of Holdings and the Revolving Borrower may declare and pay dividends with in respect to its of Qualified Equity Interests and/or trust preferred equity securities, (v) if at the time thereof securities otherwise permitted hereunder 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 cash to its common shareholders, (vi) Holdings and the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Revolving Borrower may repurchase make repurchases of common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the Borrowerpermitted by Section 6.04(n).

Restricted Payments. The Borrower shall Holdings will not, and will not -------------------- permit any Subsidiary to, (a) declare or makepay any dividends on any of its Equity Interests (other than dividends payable solely by issuance of its 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 or Senior Notes, (e) make any payment of principal of or interest on, or agree to pay for acquire, redeem or make, directly or indirectly, any Restricted Paymentotherwise retire, or permit make any other distribution in respect of, any of the Restricted Subsidiaries so to do, except QuIPS Debentures or the QuIPS Preferred Securities or (f) set aside funds for any of the foregoing; provided -------- that (i) the Borrower or any of the Restricted Subsidiaries Subsidiary may declare and pay dividends with respect to its equity securities payable solely in additional shares of such equity securities, Holdings or to any direct or indirect wholly owned Subsidiary; (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, 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 U.S. Borrower may declare and pay dividends to Holdings; (iii) any Excluded Subsidiary may declare and pay dividends ratably with respect to its preferred equity securities, Equity Interests; (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 cash to its common shareholders, (viiv) the Borrower or any QuIPS Trust may make a distribution of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or Holdings's common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of 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 accordance with the terms of the QuIPS Indenture; (vi) Holdings and any stock option plan Subsidiary may prepay, purchase, defease or like agreement; providedredeem, howeveras applicable, that any such Equity Interests, Subordinated Debt or Senior Notes so long as (x) no Default exists or would result therefrom and (y) the amount of all such prepayments, purchases, defeasance and redemptions (excluding purchases permitted by clause (vii) below) does not, together with the aggregate amount of payments under this clause Investments made pursuant to Section 6.10(m) since the Effective Date, exceed $250,000,000 in the aggregate since the Effective Date; and (vii) shall 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 (or, prior to August 5, 1998, the U.S. Borrower) since October 1, 1997 (excluding purchases permitted by clause (vi) above) does not exceed $2,000,000 12,000,000, Holdings may 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. Nothing in this Section 6.04 shall prohibit Holdings from permitting 117 the cashless exercise of any fiscal year options or warrants for stock of the BorrowerHoldings.

Restricted Payments. The Borrower shall not declare Declare or make, or agree to pay for or make, directly or indirectly, make any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that (i) 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, 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 preferred equity securities, (v) if so long as 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, Holdings may: (a) make Restricted Payments to Parent in cash to enable Parent to pay out-of-pocket accounting fees, legal fees and other administrative expenses incurred in the ordinary course of business pursuant to the Shared Services Agreement; (b) make Restricted Payments to Parent in respect of income tax liabilities of Holdings and its common shareholdersSubsidiaries in accordance with the Tax Sharing Agreement; and (c) make Restricted Payments to Parent in cash to enable Parent to pay: (i) cash interest payable in respect of (A) Indebtedness under the Parent Indentures outstanding on the date hereof and (B) any other Indebtedness that refinances, refunds, replaces or renews the Indebtedness under any Indenture of Parent and finances Refinancing Expenses (including tender fees and premiums) associated with such refinancing, refunding, replacement or renewal, provided that in the case of the foregoing clause (B), (w) there shall be no scheduled payment of principal on such Indebtedness prior to the date that is one year after the final maturity of the Tranche B Term Loans, (x) the terms of such Indebtedness shall not, in the good faith judgment of Parent, impose on Parent and its Subsidiaries covenants or events of default that are in the aggregate materially more restrictive on Parent and its Subsidiaries than those applicable under the Parent Indenture dated as of December 5, 2003, (y) such Indebtedness shall not be Guaranteed by any Loan Party (other than Holdings) and (z) such Indebtedness shall not be secured by any Property of any Loan Party; (ii) distributions and other required payments under the Partnership Parks Agreements as in effect on the date hereof as the same may be amended in a manner not adverse to the interests of the Lenders, provided that any amendment that increases the financial obligations of Parent and its Subsidiaries thereunder in any material respect shall be approved by the Required Lenders; (iii) cash dividends or interest payable on the PIERS; (iv) up to $255,000,000 of amounts payable in respect of (x) any refinancing or repayment of Indebtedness under any Indenture of Parent or (y) the PIERS Repurchase, provided that (A) any such Restricted Payment is funded solely with the Net Cash Proceeds of the Parks Disposition, (B) such Restricted Payment is made within one year after the receipt of such Net Cash Proceeds, (C) the Consolidated Leverage Ratio, calculated as at the last day of the most recently ended period of four consecutive fiscal quarters of Holdings for which financial statements have been delivered pursuant to Section 8.1(b) or (e) after giving pro forma effect to such Disposition (as if such Disposition had been made on the first day of such period), is less than 6.5 to 1.0 and (D) after giving effect to such Restricted Payment, the Loan Parties have Liquidity of at least $150,000,000; and (v) up to $500,000,000 of amounts payable in respect of (x) any refinancing or repayment of Indebtedness under any Indenture of Parent, or (y) the PIERS Repurchase, provided that (A) any such Restricted Payment is funded solely with the Net Cash Proceeds of any Disposition permitted under Section 9.4(c)(viii), (B) such Restricted Payment is made within one year after the receipt of such Net Cash Proceeds, (C) the Consolidated Leverage Ratio and the Consolidated Senior Secured Leverage Ratio, in each case calculated as at the last day of the most recently ended period of four consecutive fiscal quarters of Holdings for which financial statements have been delivered pursuant to Section 8.1(b) or (e) after giving pro forma effect to such Disposition (as if such Disposition had been made on the first day of such period), are less than 6.50 to 1.0 and 4.50 to 1.0, respectively; (vi) amounts payable in respect of (x) any refinancing or repayment of Indebtedness under any Indenture of Parent, or (y) the Borrower PIERS Repurchase, provided that (A) any such Restricted Payment is funded solely with the Net Cash Proceeds of any Disposition permitted under Section 9.4(c)(ix) or with the Net Cash Proceeds of any Recovery Event with respect to Six Flags New Orleans, (B) such Restricted Payment is made within one year after the receipt of such Net Cash Proceeds, (C) the Consolidated Leverage Ratio and the Consolidated Senior Secured Leverage Ratio, in each case calculated as at the last day of the Restricted Subsidiaries may makemost recently ended period of four consecutive fiscal quarters of Holdings for which financial statements have been delivered pursuant to Section 8.1(b) or (e) after giving pro forma effect to such Disposition (as if such Disposition had been made on the first day of such period), are less than 6.50 to 1.0 and agree 4.50 to make1.0, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and respectively; (vii) amounts payable in respect of (x) any refinancing or repayment of Indebtedness under any Indenture of Parent or (y) the Borrower may repurchase common Equity Interests or common stock options from present or former officersPIERS Repurchase, directors or employees provided, that (or heirs ofA) any such Restricted Payment is funded solely with the Net Cash Proceeds of Indebtedness permitted by Section 9.2(i), estates (B) such Restricted Payment is made within one year after the receipt of or trusts formed such personsNet Cash Proceeds and (C) the Consolidated Leverage Ratio, calculated as at the last day of the Borrower most recently ended period of four consecutive fiscal quarters of Holdings for which financial statements have been delivered pursuant to Section 8.1(b) or any Subsidiary upon (e) after giving pro forma effect to the death, disability, retirement or termination of employment incurrence of such officerIndebtedness (as if such Indebtedness had been incurred on the first day of such period), director or employee or pursuant is less than 6.50 to 1.00; (viii) amounts payable in respect of the terms of any stock option plan or like agreement; PIERS Repurchase, provided, however, that the aggregate amount Consolidated Leverage Ratio, calculated as at the last day of the most recently ended period of four consecutive fiscal quarters of Holdings for which financial statements have been delivered pursuant to Section 8.1(b) or (e) is less than 6.50 to 1.0; (ix) amounts payable in respect of (x) the PIERS Repurchase, (y) after January 1, 2009, if the PIERS outstanding on the date hereof have been repaid, replaced or refinanced, any refinancing or repayment of (1) Indebtedness under any Indenture of Parent and (2) any Indebtedness or security of Parent the proceeds of which were used to refinance the PIERS or (z) distributions or other required payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year one or more of the BorrowerPartnership Parks Agreements, provided, that (A) any such Restricted Payment is funded solely with the Net Cash Proceeds of Optional Term Loans and (B) such Restricted Payment is made within one year after the receipt of such Net Cash Proceeds; and (x) to the extent constituting Restricted Payments, Holdings and its Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 9.4, 9.7 or 9.

Restricted Payments. The Borrower shall not declare Declare or make, or agree to pay for or make, directly or indirectly, make any Restricted Payment, except that: (a) each Subsidiary of Parent may make Restricted Payments to, or permit any on behalf of or for the benefit of, Parent to enable Parent to pay out-of-pocket accounting fees, legal fees and other amounts incurred or owing by Parent in the ordinary course of business pursuant to the Shared Services Agreement; (b) each Subsidiary of Parent may make Restricted Subsidiaries so to doPayments to, except that or on behalf of or for the benefit of, Parent in respect of (i) income Tax liabilities of Parent and its Subsidiaries in accordance with 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 securitiesTax Sharing Agreement, (ii) value added Tax, franchise Taxes and similar Taxes to enable Parent to pay any such Taxes imposed on Parent on behalf or on account of the Restricted its Subsidiaries may declare and pay dividends with respect to its equity securities to the Borrower or any of the other Restricted Subsidiaries, (iii) without duplication, any non-income Taxes imposed on Parent that are not attributable to assets or Subsidiaries owned by Parent other than the Borrower may make, and agree its Subsidiaries; provided however that the sum of any such Restricted Payments made pursuant to make, payments on account of liabilities described in clause clauses (viii) and (iii) of the definition this Section 9.6(b) shall not exceed $1,000,000 for any taxable year of “Indebtedness” contained herein and permitted by Section 7.1, Parent; (ivc) the Borrower may declare and pay dividends with respect to its preferred equity securities, so long as (vx) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, and (y) in the case of a Restricted Payment pursuant to any of clauses (iv) through (vii) below, the Loan Parties shall be in compliance with Section 9.1 on a Pro Forma Basis after giving effect thereto as of the relevant Measurement Period, each of Holdings and the Borrower may declare and pay, and agree to declare and pay, directly or indirectly, make Restricted Payments in cash to enable Parent and its common shareholdersSubsidiaries to do the following, but in the case of clauses (i), (ii) and (iii), only to the extent such obligations cannot be met with cash flow available to Parent and its Subsidiaries from the Partnership Parks Entities or from Net Cash Flow from Partnership Parks: (i) to pay obligations of Parent or any of its Subsidiaries under the Partnership Parks Agreements; and (ii) to purchase limited partnership units under the Partnership Parks Agreements; (iii) to make Capital Expenditures for the Partnership Parks Entities; (iv) to move money to Parent to finance any Investment permitted to be made pursuant to Section 9.8 (other than Section 9.8(e)(i)); provided that (A) such Restricted Payment shall be made substantially concurrently with the closing or consummation of such Investment (or at future times as may be scheduled at the time of such closing or consummation to be made thereafter in connection therewith) and (B) Parent shall, immediately following the closing or consummation thereof, cause (1) all property acquired (whether assets or equity interests) to be contributed to the Borrower or a Loan Party (or a Person that will become a Loan Party upon receipt of such contribution) or (2) the merger (to the extent permitted in Section 9.5(a)) of the Person formed or acquired into the Borrower or a Loan Party in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Section 8.6; (v) to make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for equity interests of Parent; provided that any such cash payment shall not be for the purpose of evading the limitations set forth in this Section 9.6 (as determined in good faith by the board of directors or the managing board, as the case may be, of Parent (or any authorized committee thereof)); (vi) to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement not in excess of $15,000,000 in the aggregate; and (vii) to pay fees, costs and expenses related to the Transactions and the Related Transactions and in connection with any proposed issuance of unsecured Indebtedness (whether or not successful); (d) to the extent constituting Restricted Payments, Parent and its Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 9.5 (other than Section 9.5(c) (other than clauses (iii) or (iv))); (e) so long as (i) at the time thereof and after giving effect thereto no Event of Default shall have occurred and be continuing and (ii) the Parent Consolidated Leverage Ratio is less than the RP Trigger Ratio after giving Pro Forma Effect to the Restricted Payment as of the relevant Measurement Period, Parent, Holdings and the Borrower may make Restricted Payments in an aggregate amount not exceeding the Available Amount; (f) Parent and its Subsidiaries may make Restricted Payments in the form of noncash repurchases of Capital Stock of Parent deemed to occur upon the exercise of stock options or warrants if such repurchased Capital Stock represents all or a portion of the exercise price of such options or warrants and cash payments of Taxes in connection therewith and cash payments in lieu of the issuance of fractional shares in connection with the exercise of such stock options or warrants; (g) Parent and its Subsidiaries may make (i) Restricted Payments of Capital Stock of an Unrestricted Entity, or (ii) Restricted Payments funded with dividends, sale proceeds or other distributions received from Unrestricted Entities; (h) Each of Holdings and the Borrower may make Restricted Payments in cash to enable Parent, and Parent may make Restricted Payments from RP Eligible Proceeds in an aggregate amount not to exceed $200,000,000; provided that after giving Pro Forma Effect to (i) each Disposition which is the source of such RP Eligible Proceeds and (ii) the corresponding Restricted Payment, the Parent Consolidated Leverage Ratio is less than the RP Trigger Ratio as of the relevant Measurement Period; (i) Each of Holdings and the Borrower may make Restricted Payments in cash in an aggregate amount not to exceed $25,000,000, to enable Parent to repurchase, retire or acquire for value equity interests of Parent from any future, present or former employee or director (or the estate, family members, spouse, successors, executors, administrator, heirs, legatees or distributees of the foregoing) of Parent or any of the Restricted its Subsidiaries may make, and agree pursuant to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any director equity plan, employee or director stock option plan or like any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement; provided) with any employee or director of Parent or any of its Subsidiaries; (j) Each of Holdings and the Borrower may make Restricted Payments in cash to enable Parent, howeverand Parent may make Restricted Payments to executives of Parent when restricted Capital Stock of Parent vests (in lieu of payment of income tax by such executives); (k) so long as at the time thereof and after giving effect thereto no Event of Default shall have occurred and be continuing, that Parent, Holdings and the Borrower may make Restricted Payments in an aggregate amount up to $50,000,000 during each fiscal quarter; (l) so long as (x) no Event of Default has occurred and is continuing and (y) the Loan Parties shall be in compliance with Section 9.1 on a Pro Forma Basis after giving effect to such Restricted Payment as of the relevant Measurement Period, Parent may make Restricted Payments in an aggregate amount up to Net Cash Flow from Partnership Parks; (m) so long as no Event of Default under Section 10(a) (with respect to the payment of principal or interest on any Loan or Reimbursement Obligation) has occurred and is continuing, Borrower may make Restricted Payments in an amount sufficient for Parent or Holdings to make regularly scheduled payments under this clause of interest, fees, indemnities and expenses in accordance with the terms of the Senior Notes and any Indebtedness incurred pursuant to Section 9.3(i) and Section 9.3(n) and to make AHYDO catch-up payments in respect of the Senior Notes and any Indebtedness incurred pursuant to Section 9.3(i) and Section 9.3(n); (viin) [reserved]; (o) so long as at the time thereof and after giving effect thereto no Event of Default shall have occurred and be continuing, Holdings and Borrower may make additional Restricted Payments such that Parent and its Subsidiaries may make payments in respect of senior unsecured Indebtedness pursuant to Section 9.9(l), (m)(i) and (n); (p) so long as at the time thereof and after giving effect thereto no Event of Default shall have occurred and be continuing, each of Holdings and Borrower may make Restricted Payments to Parent to enable Parent to make Restricted Payments in an aggregate amount not to exceed $2,000,000 in any fiscal year 100,000,000; and (q) other cash Restricted Payments so long as at the time thereof and after giving effect thereto no Event of Default shall have occurred and be continuing; provided that at the time of making such Restricted Payments, the Senior Secured Leverage Ratio is equal to or less than 2.50 to 1.00, after giving Pro Forma Effect to such Restricted Payments as of the Borrowerrelevant Measurement Period; and (r) so long as (x) no Event of Default has occurred and is continuing and (y) the Parent Consolidated Leverage Ratio is less than the RP Trigger Ratio after giving Pro Forma Effect to the Restricted Payment as of the relevant Measurement Period, Parent may make Restricted Payments in an aggregate amount not exceeding the Parent Available Amount. Nothing herein shall be deemed to prohibit the payment of Restricted Payments by any Subsidiary to its immediate parent company and each other owner of Capital Stock of such Subsidiary based on their relative ownership interests (provided however that Borrower and its Subsidiaries may not declare or make any Restricted Payments to Holdings or Parent except as otherwise set forth in this Section 9.6).

Restricted Payments. The Borrower (a) Except as set forth in subsections (b) and (c) below, the Authority shall not declare or make, or agree to pay for or makenot, directly or indirectly: (1) make any payment or distribution to the Tribe, any Restricted Paymentagency, instrumentality or permit any political subunit of the Restricted Subsidiaries so Tribe, any member of the Tribe (other than customary salaries, benefits, loans, commissions, fees, expense reimbursements and travel and other advances, in each case, made in the ordinary course of business), Holdings, any direct or indirect holders of Holdings' Equity Interests in their capacity as such, the Manager, any direct or indirect holder of the Manager's Equity Interests in their capacity as such, the L/C Provider, any Affiliate of the Tribe, any Affiliate of a member of the Tribe (other than payments made in the ordinary course of business at customary rates with respect to dogoods or services provided to the Authority) or any Affiliate of the Manager, except other than payments to the Manager of amounts due under the Management Agreement, the Development Agreement, the Manager Agreement and the Cash Accumulation Account Contribution Agreement, and payments to the L/C Provider of the Commitment Fee; provided, however, that this provision shall not prohibit, within five days following each applicable Quarterly Payment Date if on such date the Authority's Fixed Charge Coverage Ratio is at least 1.5 to 1.0, the payment of Tax Amounts to holders of the Senior Subordinated PIK Notes, the Subordinated PIK Notes, the Manager Repayment Note, the Cash Accumulation Account Contribution Agreement or the Letter of Credit Note (collectively, the "Tax Amounts Recipients"), as the case may be, with respect to any period beginning on or after the date of this Indenture; provided, further, that Tax Amounts that are permitted to be paid to Tax Amounts Recipients during any particular taxable year shall be the lesser of (i) Tax Amounts that are required to be paid to such recipients pursuant to the Borrower or any terms of the Restricted Subsidiaries Senior Subordinated PIK Notes, the Subordinated PIK Notes, the Manager Repayment Note, the Cash Accumulation Account Contribution Agreement and the Letter of Credit Note as the case may declare be and pay dividends with respect to its equity securities payable solely in additional shares of such equity securities, (ii) $2.1 million per year; (2) make any of the Restricted Subsidiaries may declare and pay dividends payment on or with respect to its equity securities to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is expressly subordinated to the Borrower Notes, except a payment of interest or any of the other Restricted Subsidiaries, (iii) the Borrower may 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 preferred equity securities, (v) if principal at the time thereof Stated Maturity thereof; or (3) make any Restricted Investment (all such payments and immediately after giving effect thereto other actions set forth in these clauses (1) through (3) being collectively referred to as "Restricted Payments"); provided, however, that if (i) no Default or Event of Default shall have has occurred and be continuingis continuing and (ii) no amounts are outstanding under the Manager Repayment Note, the Borrower may declare and payAuthority may, and agree within two Business Days after the completion of any Optional Excess Cash Offer made pursuant to declare and paySection 4.16 hereof, directly or indirectly, make Restricted Payments with any Excess Cash Flow not utilized to make payments on the Notes in cash to its common shareholdersconnection with such Optional Excess Cash Offer. (b) So long as no Default has occurred and is continuing or would be caused thereby, the provisions of Section 4.07 (a) will not prohibit: (1) the making of a Restricted Payment described in clauses (1) through (3) of Section 4.07(a) if, at the time thereof, (vii) the Borrower or any Chukchansi Gold Resort & Casino is Operating, (ii) the Authority's Fixed Charge Coverage Ratio was at least 2.5 to 1.0 during the Mandatory Operating Period and, if the Chukchansi Gold Resort & Casino was closed for an aggregate of more than five days during the Mandatory Operating Period, the Authority's Fixed Charge Coverage Ratio was at least 2.5 to 1.0 for the last full fiscal quarter of the Restricted Subsidiaries may makeMandatory Operating Period, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) the aggregate amount of cash and Cash Equivalents in the definition of “Restricted Payments” and permitted by Cash Accumulation Account is at least equal to the subordination terms applicable thereto Required Accumulation Amount, and (viiiv) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees Chukchansi Gold Resort & Casino shall not have ceased Operating for more than five days during the Stub Period; (or heirs of, estates 2) the making of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or payment pursuant to and consistent with the terms of any stock option plan development agreement between the Authority and the Manager executed after the date of this Indenture which agreement: (i) relates to the expansion of the Chukchansi Gold Resort & Casino or like agreementany additions thereto; (ii) provides for payments and/or fees to the Manager that are consistent with the Development Agreement, relative to the size of the proposed expansion or addition to the Chukchansi Gold Resort & Casino as measured by projected gaming positions; and (iii) is on terms that are no less favorable to the Authority than the terms of the Development Agreement; provided, howeverthat (A) the Authority delivers to the Trustee a resolution of the Management Board set forth in an Officers' Certificate certifying that the terms of such agreement are, taken as a whole, no less favorable to the Authority than the terms of the Development Agreement and that the agreement has been approved by a majority of the disinterested members of the Management Board and (B) if such agreement provides for payments and/or fees to the Manager in excess of $5.0 million, the Authority delivers to the Trustee an opinion as to the fairness to the Authority of such agreement from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; and (3) the making of any payments to Holdings, any direct or indirect holders of Holdings' Equity Interests in their capacity as such, the Manager, any direct or indirect holder of the Manager's Equity Interests in their capacity as such, the L/C Provider, or any Affiliate of the Manager if such payments are made in the ordinary course of business at customary rates with respect to goods or services provided to the Authority. (c) Beginning with the end of the Authority's first full fiscal quarter commencing after the Initial Operating Date (provided, that the aggregate amount solely for purposes of payments under this clause (vii) Section 4.07(c), Minimum Facilities shall not exceed $2,000,000 include the hotel, restaurants or parking area), the Authority shall, to the extent available, distribute all Available Funds in any cash within 40 days after the end of each of its full fiscal year quarters (except with respect to the Minimum Monthly Guaranteed Payment to the Tribe, which shall be paid in monthly installments as and when required by the terms of the BorrowerManagement Agreement) as follows: (1) first, the Authority shall distribute the Minimum Monthly Guaranteed Payment (in an amount equal to $100,000 per month) to the Tribe; (2) second, the Authority shall deposit 100% of the remaining Available Funds for such fiscal quarter or other cash held by the Authority into the Capital Replacement Reserve Account until the amount in the Capital Replacement Reserve Account equals the amount required to be on deposit in the Capital Replacement Reserve (as defined in the Management Agreement) if the Manager, as of such date, had fully complied with its obligations under the Management Agreement with respect to the Capital Replacement Reserve; (3) third, the Authority shall deposit 100% of the remaining Available Funds for such fiscal quarter or other cash held by the Authority into the Cash Accumulation Account until the amount in the Cash Accumulation Account equals the Required Accumulation Amount, excluding the fiscal quarter with respect to which such distribution is being made; (4) fourth, the Authority shall distribute 25% of the remaining Available Funds for such fiscal quarter to the Tribe and deposit 75% of such funds into the Cash Accumulation Account until the amount in the Cash Accumulation Account equals the Required Accumulation Amount; (5) fifth, of the next $3.0 million of Available Funds for such fiscal quarter, the Authority shall distribute 50% to the Tribe; and (6) sixth, of any remaining Available Funds for such fiscal quarter, the Authority shall distribute 75% to the Tribe.

Restricted Payments. The No Borrower shall, nor shall not declare or make, or agree to pay for or makeany Borrower permit any of its Subsidiaries to, directly or indirectlyindirectly declare or pay any dividends, any Restricted Paymentpurchase, redeem, retire, defease or permit 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 (collectively, “Restricted Subsidiaries so to doPayments”), except that (i) 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 securitiesthat, (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, 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto so long as no Default or Event of Default shall have occurred and be continuing, continuing at the Borrower time of any action described below or would result therefrom: (a) LS&Co may declare and pay, pay dividends and agree to declare and pay, directly or indirectly, Restricted Payments distributions payable only in cash to its common shareholders, stock (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iiiother than Disqualified Stock) of the definition of “Restricted Payments” LS&Co and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common purchase Equity Interests or common stock options from present or former officersemployees, directors or employees other recipients (or heirs of, estates of or trusts formed such personsand their beneficiaries) of such Equity Interests under LS&Co’s incentive compensation plans and agreements as provided under such plans and agreements; and (i) any Subsidiary of LS&Co (other than the Borrower Excluded Subsidiary) may declare and pay cash dividends, other cash distributions and dividends and distributions payable in property or in common stock (other than Disqualified Stock) of such Subsidiary to LS&Co and (ii) cash dividends, other cash distributions and dividends and distributions payable in property or in common stock (other than Disqualified Stock) may be declared and paid by (A) any Guarantor to LSFCC or any other Guarantor or any Limited Guarantor of which such Guarantor is a Subsidiary, (B) any Limited Guarantor to LSFCC, any Guarantor or any other Limited Guarantor of which such Limited Guarantor is a Subsidiary, and (C) any Foreign Subsidiary upon to any Subsidiary of which such Foreign Subsidiary is a Subsidiary; provided in each case that any dividends paid by a Subsidiary of LS&Co which is not a wholly-owned Subsidiary are paid to all stockholders thereof on a pro rata basis or on a basis that results in the death, disability, retirement receipt by LS&Co or termination a Subsidiary that is the parent of employment that Subsidiary of such officer, director dividends or employee or pursuant to the terms distributions of any stock option plan or like agreementgreater value than it would receive on a pro rata basis; provided, however, that (i) the aggregate amount requirements of payments under this clause (vii) Section 7.18 shall not exceed apply (A) during any Minimum Excess Availability Period (I) occurring during the period beginning on the Amendment Date and ending on the Trademark Subfacility Payoff Date (so long as (x) after giving effect to any proposed Restricted Payment, Availability would not be less than $2,000,000 in 100,000,000 with respect to intercompany transactions or $125,000,000 with respect to third party transactions and (y) immediately before and after giving effect to any fiscal year proposed Restricted Payment, no Default or Event of Default has occurred and is continuing) or (II) occurring during the period beginning on the date after the Trademark Subfacility Payoff Date (so long as (x) after giving effect to any proposed Restricted Payment, Availability would not be less than $25,000,000 and (y) immediately before and after giving effect to any proposed Restricted Payment, no Default or Event of Default has occurred and is continuing), or (B) to any Restricted Payments made or declared with the proceeds of the Borrowerissuance of Equity Interests of LS&Co or any Foreign Subsidiary, and (ii) no Default or Event of Default shall be deemed to have occurred following any Minimum Excess Availability Period based solely on any Restricted Payment made, declared or otherwise paid during any Minimum Excess Availability Period and any such Restricted Payments shall not be taken into account when applying the dollar limitations set forth in this Section 7.18.

Restricted Payments. The Borrower shall will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or permit make any distribution of the Restricted Subsidiaries so its Property to doits Equity Interest holders, except that ​ ​ (i) 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, 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 preferred equity securities, Equity Interests payable solely in additional shares of its Equity Interests (vother than Disqualified Capital Stock); (ii) 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 Subsidiaries may declare and pay, and agree pay dividends or any other distributions to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree Guarantor with respect to make, payments on account of subordinated Indebtedness described in clause their Equity Interests; (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests make Restricted Payments in connection with stock option plans or common stock options from present or former officers, directors other benefit plans for management or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon and its Subsidiaries; (iv) the death, disability, retirement or Borrower may make Restricted Payments in connection with the termination of employment its directors’ or employees’ option agreement or restricted stock agreements under any of such officer, director or employee or pursuant to the terms of any Borrower’s incentive stock option plan or like agreementplans; provided, however, that the aggregate amount of payments under this clause (vii) shall amounts paid in respect thereof do not exceed $2,000,000 2,500,000; (v) after January 1, 2023, the Borrower may make Restricted Payments so long as, after giving effect thereto, the Payment Conditions are satisfied; and (vi) so long as no Event of Default has occurred and is continuing, the Borrower may make Restricted Payments to the extent necessary to permit Holdings: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses ) and franchise Taxes, and similar fees and expenses required to maintain the organizational existence of Holdings, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any fiscal year reasonable and customary indemnification claim made by any director, officer, member of management, manager, employee and/or consultant of Holdings, in each case, to the extent attributable to the ownership or operations of Holdings and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than the Borrower and/or its Subsidiaries); (B) to discharge the consolidated, combined, unitary or similar U.S. federal, state or local Tax liabilities of Holdings and its subsidiaries when and as due, to the extent such liabilities are directly attributable to the income of the Borrower and/or any Subsidiary of the Borrower; provided that the amount of any such 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; (C) to pay audit and other accounting and reporting expenses of Holdings to the extent such expenses are attributable to the Holdings and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than the Borrower and/or its Subsidiaries); ​ ​ ​ (D) to pay any insurance premium that is payable by, or attributable to, Holdings and/or its subsidiaries that is payable by Holdings (but excluding, for the avoidance of doubt, the portion of any such premium, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than the Borrower and/or its Subsidiaries); (E) to pay (x) reasonable fees and expenses related to any debt and/or equity offering, investment and/or acquisition (whether or not consummated) permitted hereunder and (y) charges related to compliance with the provisions of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended; and (F) to pay reasonable and customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of Holdings to the extent such salary, bonuses, severance and other benefits are attributable and reasonably allocated to the operations of the Borrower and/or its Subsidiaries, in the case of each of the foregoing clauses (A) through (F), so long as Holdings applies the amount of any such Restricted Payment for such purpose.

Restricted Payments. The Borrower shall not declare or make, or agree to pay for Declare or make, directly or indirectly, any Restricted Payment, or permit except that: (a) each Subsidiary may make Restricted Payments 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 of which such Restricted Payment is being made; (b) the Parent Borrower and each of its Subsidiaries so may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent Borrower may purchase, redeem or otherwise acquire its Equity Interests with the proceeds received from the substantially concurrent issue of new Equity Interests; (d) the Borrowers may declare and pay cash dividends to doHoldings or any other direct parent of the Borrowers in amounts not to exceed amounts necessary to permit Holdings or any other direct parent of the Borrowers, except that 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 their employment in the ordinary 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 the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities payable solely in additional shares of such equity securities, Subsidiaries); (iie) 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, 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 preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto so long as 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 continuing (or indirectly, Restricted Payments in cash to its common shareholders, (viwould result therefrom) the Borrower Borrowers may pay dividends to Holdings and Holdings may use the proceeds thereof to, in each case, repurchase, redeem or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common otherwise acquire or retire Equity Interests or common stock options from present or former of Holdings held by officers, directors or employees of such Persons, as the case may be, and its Subsidiaries (or heirs of, their estates of or trusts formed such personstrusts) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of any such officer, director or employee or pursuant to the terms of any stock option plan or like agreementemployee; provided, however, provided that the aggregate amount of payments to Holdings by the Borrowers under this clause (viie) shall will not exceed $2,000,000 15,000,000 in any fiscal year Fiscal Year of the BorrowerBorrowers (with the unused portion of such scheduled amount available for use in the succeeding Fiscal Year); (f) so long as no Default shall have occurred and be continuing (or would result therefrom), other Restricted Payments in an amount not to exceed $20,000,000 in the aggregate; (g) other Restricted Payments so long as the RP Conditions are satisfied; (h) the Borrowers shall be permitted to make other Restricted Payments 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 Sponsors; and (i) Restricted Payments on or about the Amendment No. 1 Effective Date in connection with the Transactions.; and