Common use of Restricted Payments Clause in Contracts

Restricted Payments. (a) No Loan Party will, nor will it permit any Subsidiary to make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. (a) No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of its Subsidiaries (other than Financing Subsidiaries) to, declare or make, or agree to make pay or make, directly or indirectly, any Restricted Payment, or incur any obligation except that the Borrower may declare and pay: (contingent or otherwisea) dividends with respect to do so (unless such obligation is contingent upon the termination capital stock of the Commitments Borrower to the extent payable in additional shares of the Borrower’s common stock; (b) dividends and distributions in either case in cash or other property (excluding for this purpose the payment Borrower’s common stock) in full any taxable year of all Loansthe Borrower in amounts not to exceed the amount that is estimated in good faith by the Borrower to be required to (i) reduce to zero for such taxable year or for the previous taxable year, interest and fees hereunderits investment company taxable income (within the meaning of section 852(b)(2) of the Code), exceptand reduce to zero the tax imposed by section 852(b)(3) of the Code and (ii) avoid federal excise taxes for such taxable year imposed by section 4982 of the Code; (c) dividends and distributions in each case in cash or other property (excluding for this purpose the Borrower’s common stock) in addition to the dividends and distributions permitted under the foregoing clauses (a) and (b), so long as on the date of such Restricted Payment and after giving effect thereto: (i) the Borrower may declare no Default shall have occurred and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long asbe continuing; provided that, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any if such Restricted Payment is a scheduled dividend of the Consolidated Total Net Leverage Ratio is not greater than 2.50 Borrower, then such Restricted Payment shall be deemed to 1.00 on a Pro Forma Basis; provided, that, in each case under comply with this clause (v), Section 6.05(c)(i) so long as no Default or Event of Default shall exist have occurred and be continuing at the time of the making of declaration and (A) such Restricted Payment or would result therefrom; payment is made within seventy five (vi75) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and declaration thereof or (ixB) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist have occurred and be continuing at the time of payment or immediately after giving effect thereto; and (ii) the making aggregate amount of Restricted Payments made during any taxable year of the Borrower after December 31, 2012 under this clause (c) shall not exceed an amount equal to the difference of (x) an amount equal to 10% of the taxable income of the Borrower for such taxable year determined under section 852(b)(2) of the Code, but without regard to subparagraphs (A), (B) or (D) thereof, minus (y) the amount, if any, by which dividends and distributions made during such taxable year pursuant to the foregoing clause (b) based upon the Borrower’s estimate of taxable income exceeded the actual amounts specified in subclauses (i) and (ii) of such foregoing clause (b) for such taxable year; provided that dividends declared in any taxable year but paid in the subsequent taxable year shall be deemed to be made in the taxable year such dividends were declared; (d) any delivery or payment (i) in connection with, or as part of, the termination or settlement of any Permitted Warrant, (ii) in connection with entering into a Permitted Convertible Note Hedge and (iii) in connection with the replacement of any existing Permitted Convertible Note Hedge with a substantially similar Permitted Convertible Note Hedge; and (e) other Restricted Payments so long as (i) on the date of such other Restricted Payment and after giving effect thereto (x) the Covered Debt Amount does not exceed 90% of the Borrowing Base and (y) no Default shall have occurred and be continuing and (ii) to the extent that the Covered Debt Amount would result therefromexceed 60% of the Borrowing Base on the date of such Restricted Payment after giving effect thereto, on the date of such other Restricted Payment the Borrower delivers to the Administrative Agent and each Lender a Borrowing Base Certificate as at such date demonstrating compliance with subclause (x) after giving effect to such Restricted Payment. For purposes of preparing such Borrowing Base Certificate, (A) the fair market value of Portfolio Investments for which market quotations are readily available shall be the most recent quotation available for such Portfolio Investment and (B) the fair market value of Portfolio Investments for which market quotations are not readily available shall be the Value set forth in the Borrowing Base Certificate most recently delivered by the Borrower to the Administrative Agent and the Lenders pursuant to Section 5.01(d); provided that the Borrower shall reduce the Value of any Portfolio Investment referred to in this subclause (B) to the extent necessary to take into account any events of which the Borrower has knowledge that adversely affect the value of such Portfolio Investment. Nothing herein shall be deemed to prohibit the payment of Restricted Payments by any Subsidiary of the Borrower to the Borrower or to any other Subsidiary Guarantor.

Restricted Payments. (a) No Loan Party willThe Borrower and the Parent Guarantors will not, nor and will it not permit any Subsidiary of their respective Subsidiaries to, declare or make, or agree to make pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or incur make any obligation (contingent or otherwise) distribution of their Property to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loanstheir respective Equity Interest holders, interest and fees hereunder), except: except (i) the Borrower Parent may declare and pay dividends or distributions with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; Interests (other than Disqualified Capital Stock); (ii) (A) Subsidiaries of the Borrower may declare and pay dividends or distributions ratably with respect to their Equity Interests Interests; (iii) so long as both before and immediately after giving effect to the Borrower such Restricted Payment, (A) no Default or any other Person pro rata Event of Default has occurred and is continuing or would result therefrom, (B) the Borrower has unused commitments under the RBL Facilities of not less than 20% of the total commitments then in effect thereunder and (C) the ratio of Total Debt as of such time (including the effect of any Subsidiary borrowings used to make such Restricted Payment) to EBITDA for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date of determination for which financial statements are available is equal to or less than 3.00 to 1.00, the Borrower may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements cash dividends to the extent advances related thereto are permitted pursuant Parent, and the Parent may declare and pay cash dividends to Section 6.04(z); its Equity Interest holders; (iv) [intentionally omitted]; if no Default or Event of Default has occurred and is continuing or would exist after giving effect thereto, the repurchase or other acquisition of equity securities, limited partnership interest or units of the Parent not to exceed $2,500,000 in the aggregate since the Closing Date, from employees, former employees, directors or former directors of the Parent or its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) or other arrangements approved by the board of directors of the Parent under which such equity securities, limited partnership interest or units were granted, issued or sold; and (v) the Borrower may make Restricted Payments of up declare and pay dividends or distributions to the Parent in an aggregate of amount equal to (iA) Taxes then due and owing by the greater of (x) $6,000,000 Parent and (yB) 10% reasonable and customary accounting, public company and other overhead and administrative costs and expenses (exclusive of Consolidated EBITDA as of any markup or premium), including reasonable and customary director’s fees and expenses, incurred by the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely Parent in the case ordinary course of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof)business. (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, declare or make, or agree to make pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (ia) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interestscommon stock; (ii) (Ab) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan PartyInterests; (iiic) the Borrower and its Subsidiaries may make Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z)and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (iv) [intentionally omitted]; (vd) the Borrower may make the FBHS Cash Payment on the Funding Date; (e) the Borrower and its Subsidiaries may make other Restricted Payments so long as at the time of up to an aggregate of making such Restricted Payment and immediately after giving effect (iincluding giving effect on a pro forma basis) the greater of thereto (x) $6,000,000 no Default has occurred and is continuing and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 2.75 to 1.00 on a Pro Forma Basis1.00; provided, that, in each case under this clause and (v), f) the Borrower and its Subsidiaries may make any other Restricted Payment so long as no Event of Default shall exist has occurred and be is continuing at the time of the prior to making of such Restricted Payment or would result therefrom; arise after giving effect (viincluding giving effect on a pro forma basis) thereto and, at the Borrower may make time such Restricted Payment is made, the amount thereof, when aggregated with all other Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments to pay principal or interest made in reliance 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vif) subsequent to during the Effective Date (net term of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall this Agreement, does not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.025% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefromApplicable EBITDA.

Restricted Payments. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, make any Restricted Payments, except that: (a) No Loan Party will, nor will it permit any each Restricted Subsidiary to make any of each Borrower (including MoGas HoldCo upon becoming a Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination Subsidiary as a result of the Commitments and the payment in full Second Closing) may make Restricted Payments to such Borrower or any other wholly-owned Restricted Subsidiary of all Loans, interest and fees hereunder), except:such Borrower; (ib) the each Borrower may declare and pay dividends with respect to its Equity Interests Interests, payable solely in additional shares or units of its Qualified their Equity Interests; (iic) (A) Subsidiaries each Borrower may declare and pay dividends ratably with respect to their make cashless repurchases of Equity Interests deemed to occur upon the Borrower exercise of stock options or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Partywarrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (iiid) each Borrower may make redemptions of, or purchase Equity Interests in, such Borrower from employees, consultants or directors of such Borrower upon such Person’s death, disability, retirement or termination of employment; provided that at the time any purchase or redemption is made no Default exists or would result therefrom; (e) each Borrower may make Permitted Tax Distributions; (f) each of the Borrowers and, until the consummation of the Second Closing, MoGas HoldCo may make additional Restricted Payments in connection with transfer pricing as long as (i) immediately before and after any Restricted Payment pursuant to this clause (f), no Default or shared services agreements to Event of Default shall have occurred and be continuing, (ii) commencing as of the extent advances related thereto are permitted date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.04(z); (iv5.01(c) [intentionally omitted]; (v) for the Borrower may make fiscal quarter ending June 30, 2021, the Borrowers are in pro forma compliance with the financial covenants set forth in Sections 6.13 and 6.14 immediately after giving effect to such Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA Payment as of the last day of the most recently ended Reference Period recent fiscal quarter of the Borrowers for which Financial Statements are available per fiscal year financial statements have been delivered pursuant to Section 5.01(a) or (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(iib), as of the last day of the most recently ended Reference Period for which Financial Statements are available (iii) immediately after giving effect to any such Restricted Payment Payment, the Consolidated Total Net Leverage Ratio aggregate Available Revolving Commitment Amounts shall not be less than fifteen percent (15%) of the Aggregate Revolving Commitments then in effect, (iv) after giving pro forma effect to such Restricted Payment, the Distributable Free Cash Flow Amount is not greater than 2.50 or equal to 1.00 on a Pro Forma Basis$0; provided, that, in each case under this clause (v), no Event ) a Responsible Officer of Default the Borrower Representative shall exist and be continuing at have delivered a Free Cash Flow Usage Certificate to the Administrative Agent not less than two (2) Business Days (or such shorter time of as the Administrative Agent may agree to in its sole discretion) prior to the making of such Restricted Payment Payment; and (vi) solely with respect to Restricted Payments on or would result therefromafter the Effective Date and prior to the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 5.01(c) for the fiscal quarter ending June 30, 2021, any Restricted Payments made by the Borrowers and MoGas HoldCo during such period (1) shall not exceed $8,000,000 in the aggregate and (2) may not be funded with any amounts received from Advances made to a Borrower hereunder; (vig) the Borrower MoGas may make Restricted Payments to purchase MoGas HoldCo in accordance with the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees terms of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receiptPermitted Intercompany Debt; and (ixh) the Borrower Holdings may make Tax Distributions Restricted Payments at any time from proceeds of Restricted Payments received by it in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof)this Agreement. (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. (a) No Loan Party willIn the case of Borrower Group Parties, nor will it permit declare, order, pay, make or set apart or agree to declare, order, pay, make or set apart, through any Subsidiary to make manner or means or through any other Person, directly or indirectly, any sum for any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (i) prior to the consummation of a Qualified MLP IPO, (A) for so long as no Default or Event of Default shall have occurred and be continuing or be caused thereby, (1) and provided that the Debt Service Reserve Account is Fully Funded, the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay make Restricted Payments to any Loan Party; Holdings or direct or indirect holders of its Capital Stock in an amount not to exceed the amount of the Assumed Tax Liability; and (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v2) the Borrower may make Restricted Payments of up to in an aggregate amount not to exceed $2,500,000 to Holdings to cover costs, expenses and fees related to the consummation of the Permitted MLP Contribution and the Qualified MLP IPO; and (iB) from and after the Discharge Date, the Borrower may make Restricted Payments with respect to any amounts on deposit in the Construction Equity Account; and (ii) from and after the consummation of the Qualified MLP IPO, for so long as (A) the greater common units representing limited partner interests in the MLP are listed on a national securities exchange (as defined in the Exchange Act), (B) no Default or Event of (x) $6,000,000 Default shall have occurred and be continuing or be caused thereby and (yC) 10% of Consolidated EBITDA the Borrower shall have delivered to the Administrative Agent at least five Business Days prior to such Restricted Payment, a Compliance Certificate evidencing that the Borrower would be in compliance with the Financial Covenants as of the last day of the most recently ended Reference completed Measurement Period ending prior to such Restricted Payment for which Financial Statements are available per fiscal year (when taken together with the financial statements and certificates required by Section 6.06(b)(vii)(i)8.03(b) plus (iior 8.03(c) an unlimited amount so long aswere required to be delivered, solely in the case of this clause (v)(ii), after giving pro forma effect to such Restricted Payment and to any other material event occurring after such Measurement Period as to which pro forma recalculation pursuant to Section 8.04(d) is appropriate as if such Restricted Payment had occurred as of the last first day of such Measurement Period, the most recently ended Reference Period Borrower shall be permitted to make Restricted Payments after the end of any Fiscal Quarter, to the Borrower General Partner and the Borrower Limited Partner to allow the MLP to make cash distributions pursuant to and in accordance with the cash distribution policy adopted by the board of directors of the MLP General Partner under the limited partnership agreement of the MLP, which cash distributions from Borrower to the Borrower General Partner and the Borrower Limited Partner shall be in an amount not to exceed the amount of cash distributions made by the MLP; (iii) both before and after the consummation of the Qualified MLP IPO: (A) for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), so long as no Default or Event of Default shall exist have occurred and be continuing at the time of the making of such Restricted Payment or would result therefrom; be caused thereby (vi1) the Borrower may make Restricted Payments to Holdings in an aggregate amount not to exceed $3,000,000 (which amount in any Fiscal Year (commencing after the 2013 Fiscal Year) shall be 102% of the amount set forth therefor in the immediately preceding Fiscal Year) in any Fiscal Year commencing with the 2013 Fiscal Year, to reimburse the Service Provider for all direct or indirect costs and expenses incurred by, or chargeable to, the Service Provider in connection with the services under the Management Services Agreement, including, (x) the portion of the salary and benefits of employees engaged in providing such services reasonably allocable to the provision of such services, (y) the charges and expenses of any third party retained by the Service Provider to provide any portion of such services and (z) office rent and expenses and other overhead costs of the Service Provider incurred in connection with, or reasonably allocable to, providing such services incurred in respect of the Borrower Group Parties; (2) to the extent constituting a Restricted Payment, the Borrower Group Parties may make payments in respect of any Subordinated Debt provided that such payment constitutes a Restricted Payment that is then permitted pursuant to another provision of this Section 8.02(g); (3) commencing after the consummation of the Qualified MLP IPO, the Borrower may make Restricted Payments in order to enable Holdings to purchase from employees, former employees, directors, consultants or former directors (or permitted transferees thereof) Capital Stock in Holdings issued under such Holdings’ incentive plans; provided that the aggregate purchase price of all such purchases by Holdings during any Fiscal Year shall not exceed $1,000,000 (pro rated for partial years) (with unused amounts being available to be used in the following calendar year, but not in any succeeding calendar year) plus the net cash proceeds of any “key man” life insurance policies that have not been applied to the payment of Restricted Payments pursuant to this clause; and (4) the Borrower may make Restricted Payments in order to enable Holdings to make payments in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Capital Stock of Holdings; and (B) for so long as (1) no Default or Event of Default shall have occurred and be continuing or be caused thereby and (2) the Borrower shall have delivered to the Administrative Agent at least five Business Days prior to such Restricted Payment, a Compliance Certificate evidencing that the Borrower would be in compliance with the Financial Covenants as of the most recently completed Measurement Period ending prior to such Restricted Payment for which the financial statements and certificates required by Section 8.03(b) or 8.03(c) were required to be delivered, after giving pro forma effect to such Restricted Payment and to any other material event occurring after such Measurement Period as to which pro forma recalculation pursuant to Section 8.04(d) is appropriate as if such Restricted Payment had occurred as of the first day of such Measurement Period, the Borrower may make Restricted Payments in an aggregate amount not to exceed the Asset Sale Proceeds received by the Borrower or any Subsidiary Guarantor from any sale, transfer or other disposition permitted under Section 8.02(e)(vii) less the amount of the Borrower’s preferred stockor such Subsidiary Guarantor’s Investment in the applicable Unrestricted Subsidiary (other than Investments in such Unrestricted Subsidiary made pursuant to 8.02(f)(x)); (C) for so long as no Default or Event of Default shall have occurred and be continuing or caused thereby, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees the Borrower may make Restricted Payments to Holdings to pay the Service Provider an annual fee in an aggregate amount not to exceed $7,200,000 (which amount in any Fiscal Year (commencing after the 2013 Fiscal Year) shall be 102% of the Borroweramount set forth therefor in the immediately preceding Fiscal Year) in any Fiscal Year commencing with the 2013 Fiscal Year, which fee shall be payable in quarterly installments; (D) for so long as no Default or their estates, descendants, family, spouses Event of Default shall have occurred and be continuing or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of caused thereby the Borrower may make Restricted Payments to Holdings to pay the Service Provider the reimbursements and fees described in Sections 8.02(g)(iii)(A)(1) and 8.02(g)(iii)(C) for the period from the Effective Date until December 31, 2012 in an aggregate amount no to exceed $2,200,000; and (includingE) for so long as no Default or Event of Default shall have occurred and be continuing or caused thereby, the Borrower may make Restricted Payments to Holdings to pay the Service Provider construction service fees for the period from the Effective Date until December 31, 2013 in an aggregate amount not to exceed $2,200,000, which fee shall be payable in quarterly installments; provided that, for the avoidance of doubt, Restricted Payments to pay principal nothing in this Section 8.02(g) shall restrict (y) any Subsidiary 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 distributes of any of the foregoing) Unrestricted Subsidiary of the Borrower in lieu of cash from making payments for the repurchase, retirement or other acquisition distributions or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made paying dividends to the Borrower in exchange for or (or for the issuance ofz) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase Holdings from making any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof)Payment. (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. (a) No Loan Party willEach Borrower shall not, nor will shall it permit any Subsidiary of its Subsidiaries that are Guarantors to, declare or make, or agree to make pay or make, directly or indirectly, any Restricted Payment, or incur any obligation except the following (contingent or otherwise) in each case subject to do so (unless such obligation is contingent upon compliance with the termination requirements of the Commitments and the payment in full of all Loans, interest and fees hereunder), except:Section 5.10): (ia) the Borrower Subsidiaries that are Guarantors may declare and pay dividends to any Borrower and any other wholly-owned Subsidiary of any Borrower that is a Guarantor; (b) TxEx may make Restricted Payments with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests (other than Disqualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (ivc) [intentionally omitted]So long as no Default or Event of Default exists or would result therefrom, any Borrower and its Subsidiaries may make Permitted Tax Distributions; (vd) the Borrower Borrowers may make Restricted Payments to redeem, repurchase or cancel the Equity Interests of up to any former officer, director or employee in an aggregate amount not to exceed $100,000 per fiscal year, so long as no Event of Default exists or would occur as a result of the making thereof; and (ie) the greater of Retailco and NuDevco may make Restricted Payments in cash to TxEx (and TxEx may make such Restricted Payment in cash to ▇▇▇▇▇▇▇) (x) $6,000,000 prior to the date of the second Credit Extension, so long as no Default or Event of Default has occurred and is continuing or would result therefrom and (y) 10% after the date of Consolidated EBITDA the second Credit Extension, so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the Administrative Agent receives satisfactory evidence no later than five (5) Business Days prior to the date that such Restricted Payment is to be made that after giving pro forma effect thereto as if such Restricted Payment had been made as of the last day of the most recently ended Reference Period fiscal quarter for which Financial Statements are available per fiscal year (when taken together with financial statements have been delivered as required by Section 6.06(b)(vii)(i)6.1(a) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(iior Section 6.1(b), Borrowers would be in compliance with the Financial Covenant as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making end of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof)quarter. (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. (a) No Loan Party willDeclare or make, nor will it permit any Subsidiary to make directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loansso, interest and fees hereunder), exceptexcept that: (ia) each Subsidiary may make Dividends to the Borrower and to Guarantors (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Guarantor and to each other owner of Equity Interest of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Subsidiary may declare and make Dividends payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may make Equity Interest Repurchases with the proceeds received from the substantially concurrent issue of new shares of its common stock; (d) to the extent constituting a Restricted Payment or an obligation to declare or make a Restricted Payment, the Borrower may declare and pay dividends make Restricted Payments in respect of, and otherwise perform its obligations under, the 2017 Senior Convertible Notes or any Equity Interests issued upon the conversion of the 2017 Senior Convertible Notes (including, for the avoidance of doubt and without limitation, making payments of interest and principal thereon, making payments due upon the required or voluntary repurchase thereof and/or making any payments and deliveries due upon the conversion thereof), provided that with respect to its Equity Interests payable solely any Restricted Payment made in additional cash (other than cash in lieu of fractional shares and other than making regularly scheduled payments of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare interest and pay dividends ratably principal with respect to their Equity Interests to the Borrower or any other Person pro rata and (B2017 Senior Convertible Notes) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to this Section 6.04(z7.06(d); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of , (i) the greater of (x) $6,000,000 no Default exists immediately before and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause and (v), no Event of Default shall exist and be continuing ii) at the time of the making of such Restricted Payment or would result therefrom; (vi) Payment, after giving pro forma effect to such Restricted Payment, the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower shall be in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed compliance with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended Financial Covenants as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests most recently ended Fiscal Quarter of the Borrower; (vie) [intentionally omitted]the Borrower may make Equity Interest Repurchases to its stockholders in an aggregate amount up to $50,000,000 with the Net Cash Proceeds of the 2017 Senior Convertible Notes, provided, (i) with respect to any such Equity Interest Repurchase made on the date of the issuance of the 2017 Senior Convertible Notes, after giving effect to such Equity Interest Repurchase no Default exists or would result therefrom, (ii) with respect to any such Equity Interest Repurchase made after the date of the issuance of the 2017 Senior Convertible Notes, before and after giving effect to such Equity Interest Repurchase no Default exists or would result therefrom, and (iii) after giving pro forma effect to any such Equity Interest Repurchase, (A) the Borrower shall be in compliance with each of the Financial Covenants and (B) Liquidity will be at least $15,000,000; and (viif) additional payments of up the Borrower may make other Equity Interest Repurchases and declare or pay cash Dividends to an aggregate of up to an aggregate of its stockholders, provided, (i) the greater of (x) $2,500,000 before and after giving effect to such proposed action, no Default exists or would result therefrom, and (yii) 5.0% of Consolidated EBITDA as after giving pro forma effect to any such proposed action, (A) the Borrower shall be in compliance with each of the last day Financial Covenants as of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as Fiscal Quarter of the last day Borrower, (B) Liquidity will be at least $15,000,000 and (C) the Total Leverage Ratio as of the most recently ended Reference Period for which Financial Statements are available Fiscal Quarter of the Borrower is less than 2.50 to 1.00; provided, however, notwithstanding clause (C) immediately preceding, if the Total Leverage Ratio as of the most recently ended Fiscal Quarter of the Borrower is greater than or equal to 2.50 to 1.00 and the Total Leverage Ratio on a pro forma basis after giving effect to any the proposed Equity Interest Purchase and payment of cash Dividends is less than or equal to 4.00 to 1.00, Equity Interest Purchases and declaration and payment of cash Dividends may be made, provided that such Equity Interest Purchases and payment the Consolidated Total Net Leverage Ratio is of cash Dividends that may be made during all such times that such conditions are in effect shall not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, exceed $50,000,000 in each case under this clause aggregate amount. (vii), no Event of Default shall exist and be continuing at the time s) Section 7.12 of the making of such payment or would result therefrom.Credit Agreement is hereby amended to read as follows:

Restricted Payments. (a) No The Loan Party willParties shall not, nor will it and shall not permit any other Subsidiary to to, declare or make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (ia) so long as no Default or Event of Default exists or would result therefrom, the Borrower may declare or make cash distributions to NSA REIT and pay dividends with respect the Borrower’s (or its Subsidiary's) limited partners and each California Partnership or other Controlled Partially-Owned Entity may declare or make cash distributions to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; third-party limited partners (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to i.e., other than the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(zits Subsidiary); (ivb) [intentionally omitted]; NSA REIT may directly or indirectly redeem, purchase or otherwise acquire for value (v) including with proceeds of the Loans distributed from the Borrower may make Restricted Payments in accordance with the terms of up this Agreement), directly or indirectly, any Equity Interest of NSA REIT or the Borrower now or hereafter outstanding in connection with a general repurchase program or other repurchase authorized by the governing board of NSA REIT (including a redemption pursuant to an aggregate (and as authorized by) Section 8.6 of (i) the greater Third Amended and Restated Agreement of (x) $6,000,000 and (y) 10% Limited Partnership of Consolidated EBITDA the Borrower dated as of April 28, 2015 (including as the last day of same may be amended, replaced, substituted and/or restated from time to time in accordance with this Agreement (and the most recently ended Reference Period for section cross-referenced above shall not be modified in any manner that could reasonably be expected to be adverse to the Administrative Agent and the Lenders) (and in which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(icase the section cross-referenced above shall be deemed to refer to the equivalent section in such modified agreement to the extent necessary)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v)so long as immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default shall exist and be continuing at the time of the making of such Restricted Payment has occurred or would result therefrom; (vic) the Borrower and NSA REIT may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees permit conversion of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of an Equity Interest in the Borrower (including, for the avoidance into an Equity Interest in a different class of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket Borrower or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in NSA REIT, in each case which is made in accordance with Sections 4.3, 4.9, 8.6 (solely with respect to conversion of Equity Interests in connection with a redemption thereunder and not including payment of any Cash Amount as defined in such Section 7.1(b) in connection with a redemption), 8.8, 8.9 or 8.10 of the Third Amended and Restated Operating Agreement of Limited Partnership of the Borrower (as amended dated as of April 28, 2015 (including as the date hereof). same may be amended, replaced, substituted and/or restated from time to time in accordance with this Agreement (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by and the provisions of the governing subordination or intercreditor agreement (which agreements sections cross-referenced above shall not prohibit be modified in any manner that could reasonably be expected to be adverse to the payment of Deferred Acquisition Obligations); Administrative Agent and the Lenders) (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any in which case each section cross-referenced above shall be deemed to refer to the equivalent section in such Indebtedness modified agreement to the extent such refinancingnecessary)), replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available immediately after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii)conversion, no Default or Event of Default shall exist and be continuing at the time would result therefrom; (d) Subsidiaries of the making Borrower may declare or make Restricted Payments to the Borrower or any of such payment its other Wholly-Owned Subsidiaries; and (e) so long as no Default or Event of Default exists or would result therefrom, NSA REIT may declare or make cash distributions to its shareholders. Notwithstanding the foregoing, if a Default or Event of Default exists or would result therefrom, (x) the Borrower may declare and make cash distributions to NSA REIT and other holders of partnership interests in the Borrower with respect to any fiscal year only to the extent necessary for NSA REIT to distribute, and NSA REIT may so distribute, an aggregate amount not to exceed the minimum amount necessary for NSA REIT to remain in compliance with the first sentence of Section 8.12; provided that upon the occurrence of any Default or Event of Default described in Section 11.1(a), 11.1(b), 11.1(f) or 11.1(g) or the acceleration of the maturity of any of the Obligations, NSA REIT and the Borrower may not make any distributions under this Section 10.2 and (y) except to the extent permitted pursuant to clause (x) above, the Loan Parties shall not, and shall not permit any other Subsidiary of the Borrower to, make any Restricted Payments to any Person other than to the Borrower or any of its Wholly-Owned Subsidiaries.

Restricted Payments. The Administrative Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Payment except for: (a) No Loan Party will, nor will it permit Restricted Payments by any Subsidiary of the Administrative Borrower to make the Administrative Borrower or any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity InterestsSubsidiary; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (ivb) [intentionally omittedreserved]; (vc) the Borrower may make Restricted Payments of up to an aggregate of other dividends and distributions (i) not to exceed the greater sum of (xA) $6,000,000 and 2,000,000 in any fiscal year plus (yB) 105% of cumulative Consolidated EBITDA Net Income since July 1, 2007 if the Total Leverage Ratio of the Administrative Borrower would be not more than 1.25:1.00 and the Interest Coverage Ratio would not be less than 1.75:1.00, in each case as of the last day of the most recently ended Reference Period for which Financial Statements are available per completed fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available quarter after giving effect to such dividend or distribution plus (C) 1.0% per annum of proceeds actually received from the sale of Qualified Capital Stock of the Administrative Borrower or (ii) paid solely in shares of the common Stock of the Administrative Borrower; (d) any such Restricted Payment payment made with respect to the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 Transactions on a Pro Forma Basisor before the Effective Date; and (e) AHYDO Catch-Up Payments (as defined in the Second Lien Credit Agreement as in effect on the Effective Date). provided, thathowever, that the Restricted Payments described in each case under this clause (v), no b) or (c)(i) above shall not be permitted if either (A) an Event of Default or Default shall exist have occurred and be continuing at the time date of the making of declaration or payment thereof or would result therefrom or (B) such Restricted Payment or would result therefrom; (vi) is prohibited under the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes terms of any of Indebtedness (other than the foregoingObligations) of the Administrative Borrower in lieu or any of cash payments for the repurchaseits Subsidiaries; provided, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided further, that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely Restricted Payments described in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available b) or (c)(i) above shall not be permitted unless before and after giving effect to any such payment Restricted Payments, the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 Administrative Borrower shall be in compliance with the financial covenants contained in Article V on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrompro forma basis.

Restricted Payments. Declare, order, pay, make or set apart any sum, directly or indirectly, for any Restricted Payment except, so long as no Event of Default or Default has occurred and is continuing or would result therefrom: (a) No Loan Party will, nor will it permit any Subsidiary to make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: long as (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests shall have delivered to the Lender pursuant to subsection 5.1 the financial statements of the Borrower and its Subsidiaries in respect of the fiscal quarter ended Marc▇ ▇▇, ▇▇▇▇, (▇▇) ▇▇ Default or any other Person pro rata Event of Default shall have occurred and (B) any Subsidiary may declare be continuing at such time and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) Leverage Ratio of the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA its Subsidiaries as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long ascalendar quarter is less than 4.50:1.00, solely the Borrower may pay in cash annual dividends owed to the case of this clause (v)(ii), as holders of the last day Cumulative Preferred Stock in accordance with the terms and conditions of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event Certificate of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefromDesignation applicable thereto; (vib) Restricted Payments with any proceeds from the issuance of equity Securities permitted by subsection 6.7(d), which proceeds are not required to be prepaid pursuant to subsection 2.6(a); (c) payments under time brokerage agreements and LMA Agreements; PROVIDED such payments are made in the ordinary course of business and such agreements are no less favorable to the Borrower or any Subsidiary, as the case may be, than those that would otherwise be obtained in an arms-length transaction; (d) any Subsidiary may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan Borrower or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year)Subsidiary Guarantor; (viie) the Borrower may repurchase Qualified Equity Interests deemed any additional redemption in an amount not to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereofexceed $100,000; (viiii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed Exchange Debentures issued as interest on other Exchange Debentures in accordance with the aggregate amount Exchange Debenture Indenture and (ii) Exchangeable Preferred Stock issued as a dividend on other Exchangeable Preferred Stock in accordance with its Certificate of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receiptDesignation; and (ixg) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Default or Event of Default shall exist have occurred and be continuing at continuing, cash dividends to the time holders of the making Cumulative Preferred Stock due on December 31, 1999 and thereafter in accordance with the terms and conditions of such payment or would result therefromits Certificate of Designations.

Restricted Payments. Make or commit itself to make or declare any Restricted Payment at any time, provided that: (a) No Loan Party willeach Subsidiary may make Capital Distributions to the Borrower, nor will it permit any Subsidiary to make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination Subsidiaries of the Commitments 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 payment type of Equity Interest in full respect of all Loans, interest and fees hereunder), except:which such Capital Distribution is being made; (ib) so long as no Default has occurred and is continuing or would result therefrom, the Borrower and its Subsidiaries may make payment of current interest, expenses and indemnities in respect of Subordinated Indebtedness (other than any such payments prohibited by the subordination provisions applicable thereto); (c) the Borrower and each Subsidiary may declare and pay dividends make Restricted Payments with respect to its Equity Interests payable solely in additional shares the proceeds received from the substantially concurrent issue of its Qualified new common Equity Interests; (d) the Borrower and its Subsidiaries may make Restricted Payments not otherwise permitted by this Section, so long as (i) no Default has occurred and is continuing or would result therefrom, (ii) after giving effect thereto the aggregate amount of all Restricted Payments made pursuant to this clause (Ad) Subsidiaries may declare and pay dividends ratably with respect Investments made pursuant to their Equity Interests Section 7.03(a)(xiv), shall not exceed sum of (1) $25,000,000 plus (2) the Cumulative Retained Excess Cash Flow Amount, (iii) the Administrative Agent shall have received the certificate required by Section 6.02(n) and (iv) after giving pro forma effect to such Restricted Payment (and to any Indebtedness incurred in connection therewith), the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Partyits Subsidiaries shall be in compliance with the Pro Forma Leverage Test; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (ve) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together Capital Distributions, consistent with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long asits past practice, solely in the case form of this clause (v)(ii), as dividends to shareholders of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that (i) the aggregate amount of all such Net Proceeds are Capital Distributions shall not otherwise utilized to increase exceed $2,500,000 per fiscal quarter of the Borrower; and (ii) no Default shall have occurred and be continuing or would result from any basket such Capital Distribution; (f) the Borrower and its Subsidiaries may make Restricted Payments constituting a prepayment of Indebtedness in connection with the Refinancing of such Indebtedness; (g) so long as no Default has occurred and is continuing or used for would result therefrom, each of Autocam do Brasil Usinagem, LTDA, Bouverat Industries S.A.S., and Autocam France, SARL may at any other purposes hereunder time repay its respective Indebtedness set forth on Schedule 7.02; (h) the Borrower and used to its Subsidiaries may make such Restricted Payment within 120 days after payment of current interest, expenses and indemnities in respect of the date of receiptNew Notes; and (ixi) the Borrower and its Subsidiaries may make Tax Distributions in accordance Restricted Payments with Section 7.1(b) of respect to the Amended and Restated Operating Agreement of the Borrower (New Notes not otherwise permitted by this Section, so long as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination no Default has occurred and is continuing or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); would result therefrom, and (ii) [intentionally omitted]; after giving pro forma effect to such Restricted Payment (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of to any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses incurred in connection therewith; ), the Consolidated Secured Leverage Ratio of Borrower and its Subsidiaries shall be equal to or less than 2.00 to 1.00, determined based on the financial information received for the fiscal quarter (ivor fiscal year, as applicable) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period prior to such date for which Financial Statements are available per fiscal year (when taken together with financial statements have been delivered to the Administrative Agent pursuant to Section 6.06(a)(v)(i4.01(a)(x), 6.01(a) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(iior 6.01(b), as of the last day of the most recently ended Reference Period for which Financial Statements are available applicable, after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefromRestricted Payments.

Restricted Payments. (a) No Loan Party will, nor will it permit any Subsidiary to Declare or make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loansso, interest and fees hereunder), exceptexcept 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 and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person; (c) the Borrower may (i) enter into any Permitted Call Spread Transaction and (ii) amend, terminate or otherwise settle any Permitted Call Spread Transaction to the extent that any net payment in cash by the Borrower in consideration therefor is permitted under another clause of this Section 8.06; (d) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares make other Restricted Payments; provided, that, (i) no Event of its Qualified Equity Interests; Default exists or would result therefrom and (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that(A) the Borrower shall be in compliance with the financial covenants set forth in Section 8.11 (without giving effect to the Leverage Increase Period thereunder) recomputed as of the end of the period of the four fiscal quarters of the Borrower most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) (or, in each case prior to the first such delivery, the financial statements for the fiscal quarter ended October 31, 2020) and (B) the Consolidated Leverage Ratio recomputed as of the end of the period of the four fiscal quarters of the Borrower most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) (or, prior to the first such delivery, the financial statements for the fiscal quarter ended October 31, 2020) is not greater than the Consolidated Leverage Ratio that is 0.25:1.00 lower than the Consolidated Leverage Ratio required under this clause Section 8.11(a) (vwithout giving effect to the Leverage Increase Period thereunder); (e) the Borrower may (x) repurchase fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options or (y) “net exercise” or “net share settle” warrants or options; (f) so long as no Event of Default shall exist has occurred and be is continuing at pursuant to Section 9.01(a)(i)-(ii), Section 9.01(f) or Section 9.01(g), the time Borrower may redeem or otherwise cancel Equity Interests or rights in respect thereof granted to (or make payments on behalf of) directors, officers, employees or other providers of services to the making Borrower and the Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Restricted Payment Equity Interests or would result therefromrights; (vig) the Borrower may make any Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of Payment that has been declared by the Borrower, or their estates, descendants, family, spouses or former spouses, upon so long as (A) such Restricted Payment would be otherwise permitted under clause (a) of this Section 8.06 at the death, disability or termination of employment time so declared and (B) such Restricted Payment is made within 60 days of such consultant, director, manager, officer or employee or declaration; (h) the Borrower may repurchase Equity Interests pursuant to any employee, management, director accelerated stock repurchase or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder similar agreement) with any employee, director, manager, officer or consultant of ; provided that the payment made by the Borrower with respect to such repurchase would be otherwise permitted under clause (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoingd) of this Section 8.06 at the time such agreement is entered into and at the time such payment is made; (i) Borrower may repurchase Equity Interests or rights in respect thereof granted to directors, officers, employees or other providers of services to the Borrower in lieu of cash payments for and the repurchase, retirement or other acquisition or retirement for value Subsidiaries at the original purchase price of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount rights in respect thereof pursuant to a right of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof repurchase set forth in equity compensation plans in connection with resales a cessation of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receiptservice; and (ixj) the receipt or acceptance by the Borrower may make Tax Distributions in accordance with Section 7.1(b) or any Subsidiary of the Amended and Restated Operating Agreement return of Equity Interests issued by the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit or any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent seller of a Person, business or division as consideration for the purchase of such refinancingPerson, replacementbusiness or division, substitution, extension, restructuring, exchange or renewal which return is permitted in settlement of indemnification claims owed by Section 6.01 and any fees and expenses such seller in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of with such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefromacquisition.

Restricted Payments. No Loan Party shall make any Restricted Payment to any Person except that: (a) No Loan Party will, nor will it permit any Subsidiary to make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase Borrower; (b) subject to the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees terms of the BorrowerSubordination Agreement, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination Borrower may make regularly scheduled payments of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments to pay principal or and interest on promissory notes that were issued the Subordinated Note; (c) Borrower may make regularly scheduled payments of principal and interest on the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Notes, as in effect on the date hereof; (d) Borrower may make the payments to any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held ▇▇▇▇▇▇ ▇▇▇▇▇ contemplated by such PersonsSection 6.4(b); provided that (e) Borrower may make payments to Stack Associates, L.P. and EWS Development Corp. in accordance with the aggregate amount terms of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to those two leases as in effect on the date hereof referred to in connection items 6 and 7 of Schedule 6.4; (f) Borrower may make capital contributions to DSG Holdings in accordance with resales Section 1.2 of any stock or common stock options so purchasedthe DSG Holdings Contribution Agreement and as contemplated by Section 1.3(c) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(phereof; (g) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon its common stock as contemplated by Section 1.3(d) hereof and to the extent Information Memorandum; (h) Borrower may make payments on or after September 9, 2001 of the cashless portion of Indebtedness evidenced by the exercise of options or warrants Preferred Stock Subordinated Notes, together with interest thereon, in accordance with the terms thereof, to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii1) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder both before and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no actual or pro-forma Default or Event of Default shall exist have occurred and be continuing at continuing, including without limitation under Section 6.10 hereof, (2) after giving effect to such payment, Borrower, based on the time pro-forma Projections acceptable to Agent, previously provided to Agent and assuming for purposes of this clause (2) that such payment was made on the first day of the making first four Fiscal Quarter period to be tested under Section 6.10 after the proposed date of such payment, shall be in compliance with Section 6.10, (3) all accounts payable of Borrower are current, or being paid according to historical practice and with normal trade terms, and (4) after giving effect to such payment or would result therefromExcess Borrowing Availability shall not be less than $15,000,000 for a minimum of thirty (30) days following such payment as determined by Agent based on the pro-forma Projections referred to in clause (2) above, provided that Borrower prior to making any such payment shall have delivered to Agent a certificate from a financial officer of Borrower and in form and substance satisfactory to Agent demonstrating compliance with the foregoing; (i) Borrower may enter into the Option Exercise Loan, (j) as may be permitted under the IPO Transactions, (k) Borrower may repurchase its common stock as contemplated by Section 1.3(g) hereof, and (l) Borrower may make dividends and distributions in the form of Stock to its Stockholders to the extent permitted by Section 6.5(b)(i) hereof."

Restricted Payments. (a) No Loan Party willDeclare or make, nor will it permit any Subsidiary to make directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (ia) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any each Restricted Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any Borrower and other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant Restricted Subsidiaries of the Borrower (includingand, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other Restricted Payments payable solely in the form of Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person; (c) during the period following the Redemption Date to and including December 31, 2017, the Borrower may repurchase its common stock for cash in aggregate amount not to exceed the amount of the Remaining Term Loan Proceeds, so long as no Default or Event of Default exists or would result from such repurchase; (d) to the extent constituting Restricted Payments, the Borrower and its Restricted Subsidiaries may enter into and consummate transactions permitted by any provision of Section 7.02 (other than 7.02(e)), 7.04, 7.05 (other than 7.05(e)(iv) and 7.05(g)) or 7.08 (other than the redemption, repurchase or other acquisition of any Rollover Equity); (e) so long as no Default or Event of Default shall have occurred and be continuing or would otherwise result therefrom, the Borrower and each of its Restricted Subsidiaries may (i) pay for the avoidance repurchase, retirement or other acquisition or retirement for value of doubtEquity Interests of the Borrower 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 Consolidated Party or (ii) make Restricted Payments in the form of distributions to allow the Borrower and each of its Restricted Subsidiaries 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 distributes distributees of any of the foregoing) of the Borrower such Consolidated Party in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards of the Borrower held by such Persons); provided that the aggregate amount of cash payments under Restricted Payments made pursuant to this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchasedSection 7.06(e) shall not exceed (i) $2,000,000 per fiscal year, less 5,000,000 in the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts aggregate in any fiscal year being carried over to consecutive twelve-month period and (ii) $20,000,000 in the next succeeding fiscal year subject to a maximum aggregate during the term of $3,000,000 in any fiscal year)this Agreement; (viif) additional Restricted Payments, so long as (i) no Default or Event of Default shall have occurred and be continuing or would otherwise result therefrom, and (ii) the Borrower may repurchase Qualified Equity Interests deemed Consolidated First Lien Net Leverage Ratio (after giving Pro Forma Effect to occur upon and such Restricted Payment) would not exceed 2.50 to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof1.00; (viiig) the Borrower may make repurchases so long as no Default or Event of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received Default shall have occurred and be continuing or would otherwise result therefrom, other Restricted Payments made by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up amount not to an aggregate of exceed (i) the greater of (x) $2,500,000 10,000,000 and (y) 5.010.0% of Consolidated EBITDA as LTM EBITDA, in each case determined at the time of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus such Restricted Payment, plus, (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 (determined on a Pro Forma Basis) is no more than 3.25 to 1.00, the Available Amount; provided, that, in each case under provided that the aggregate amount of Restricted Payments pursuant to this clause (vii)g) in any fiscal year shall not exceed $35,000,000; and (h) to redeem, no Event repurchase or otherwise acquire Rollover Equity, provided that the aggregate amount of Default Restricted Payments pursuant to this clause (h) shall exist and be continuing at the time of the making of such payment or would result therefromnot exceed $20,000,000.

Restricted Payments. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Consolidated Subsidiary to, declare or make, or agree to make pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (ia) any wholly-owned Consolidated Subsidiary may distribute any cash, property or assets to the Borrower may declare and pay dividends with respect to or any other Consolidated Subsidiary that is its Equity Interests payable solely in additional shares of its Qualified Equity Interestsdirect or indirect parent; (iib) (A) Subsidiaries any Consolidated Subsidiary may declare and pay dividends ratably with respect to their its Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan PartyInterests; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (vc) the Borrower may make Restricted Payments of up to in cash in an aggregate amount not to exceed $220,000,000 during any fiscal year; provided that, at the time of declaration (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause a dividend) or payment (v)(ii)in all other cases) and after giving effect thereto, as (i) no Event of Default has occurred and is continuing and (ii) the last day of the most recently ended Reference Period for which Financial Statements are available Borrower would be in compliance with Section 5.07 after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basisand any Indebtedness being incurred in connection therewith; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom;and (vid) the Borrower may make any additional Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower Payment in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons)cash; provided that the aggregate amount of cash payments under this clause (vii) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Borrower after the Restatement Effective Date (including those made pursuant to clause (b) above and the amount of investments made pursuant to subclause (b)(ii) of Section 5.17), does not exceed the sum, without duplication, of (A) 50% of Consolidated Net Proceeds Income for the period (taken as one accounting period) from the beginning of the first fiscal quarter ending after the Restatement Effective Date to the end of the Borrower’s most recently ended fiscal quarter for which financial statements are publicly available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, minus 100% of such deficit); plus (B) 100% of the aggregate net cash proceeds received by the Borrower Borrower, during the period from cash contributions made the Restatement Effective Date to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) such Restricted Payment, from the issuance by the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended additional Equity Interests (other than Disqualified Equity Interests or Equity Interests issued to a Subsidiary or to an employee stock ownership plan or trust), and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; at the time of declaration (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause a dividend) or payment (vii)(ii)in all other cases) and after giving effect thereto, as (i) no Event of Default has occurred and is continuing and (ii) the last day of the most recently ended Reference Period for which Financial Statements are available Borrower would be in compliance with Section 5.07 after giving effect to such Restricted Payment and any Indebtedness being incurred in connection therewith. Notwithstanding the foregoing, this Section shall not apply at any time that (i) if both rating agencies shall then have a Credit Rating in effect, the Credit Ratings are Baa2 and BBB or better or (ii) if only one rating agency shall then have a Credit Rating in effect, such payment the Consolidated Total Net Leverage Ratio Credit Rating is not greater than 2.50 to 1.00 on a Pro Forma Basis; providedBaa2 or BBB, thatas applicable, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrombetter.

Restricted Payments. (a) No Loan Party willDeclare or make, nor will it permit any Subsidiary to make directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loansexcept that, interest and fees hereunder), except: (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist have occurred and be continuing at the time of the making of such Restricted Payment any action described below or would result therefrom;: (via) the Borrower each Subsidiary may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant 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; (includingb) 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) except to the extent the Net Cash Proceeds thereof are required to be applied to the prepayment of the Loans pursuant to Section 2.05(b)(iii), for the avoidance Borrower and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of doubtnew common Equity Interests; (d) so long as (x) no Default or Event of Default has occurred and is continuing and (y) the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Restricted Payment had been made as of the first day of the fiscal period covered thereby, commencing in fiscal year 2012, the Borrower and its Subsidiaries may make Restricted Payments in an aggregate amount equal to the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (d), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the Available Amount immediately prior to such election and the amount thereof elected to be so applied; (e) so long as no Default has occurred and is continuing or would result therefrom, Restricted Payments by the Borrower and its Subsidiaries, provided that such Restricted Payments shall not exceed $15,000,000 from and after the Closing Date; (f) Restricted Payments made on the Closing Date to pay principal consummate the Transaction; (g) the repurchase, redemption or interest on promissory notes that were issued other acquisition for value of Equity Interests of Borrower or representing solely fractional shares of such Equity Interests in connection with a merger, consolidation, amalgamation or other combination involving Borrower; (h) repurchases of Equity Interests in the Borrower or any Loan Party deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (i) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement; (j) payments made or expected to be made by the Borrower or any of the Loan Parties in respect of withholding or similar taxes payable by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes distributees of any of the foregoing) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options; (k) the repurchase of Borrower’s Equity Interests pursuant to a stock repurchase plan approved by the Borrower’s Board of Directors in an aggregate amount not to exceed $5,000,000 per fiscal year, provided that if immediately after giving effect on a Pro Forma Basis to such repurchase the Consolidated Leverage Ratio of the Borrower in lieu and its Subsidiaries is less than or equal to 3.5:1.0, such repurchase of cash payments for Equity Interests shall not exceed an aggregate amount of $10,000,000 per fiscal year; and (l) the repurchaseBorrower may make Restricted Payments to, directly or indirectly, purchase Equity Interests of the Borrower from present or former officers, directors, consultants, agents or employees (or their estates, trusts, family members or former spouses) of the Borrower or any of its Subsidiaries upon the death, disability, retirement or other acquisition termination of the applicable officer, director, consultant, agent or retirement for value of such Equity Interests employee, or equity-based awards held by such Persons)pursuant to any equity subscription agreement, stock option or equity incentive award agreement, shareholders’ or members’ agreement or similar agreement, plan or arrangement; provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being shall not exceed the sum of $2,000,000 in any calendar year; provided further, that any amount not used in any fiscal year may be carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal calendar year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. No Loan Party shall make any Restricted Payment to any Person except that: (a) No Loan Party will, nor will it permit any Subsidiary to make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase Borrower; (b) subject to the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees terms of the BorrowerSubordination Agreement, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination Borrower may make regularly scheduled payments of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments to pay principal or and interest on promissory notes that were issued the Subordinated Note; (c) Borrower may make regularly scheduled payments of principal and interest on the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Notes, as in effect on the date hereof; (d) Borrower may make the payments to any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held ▇▇▇▇▇▇ ▇▇▇▇▇ contemplated by such PersonsSECTION 6.4(b); provided that (e) Borrower may make payments to Stack Associates, L.P. and EWS Development Corp. in accordance with the aggregate amount terms of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to those two leases as in effect on the date hereof referred to in connection items 6 and 7 of SCHEDULE 6.4; (f) Borrower may make capital contributions to DSG Holdings in accordance with resales Section 1.2 of any stock or common stock options so purchasedthe DSG Holdings Contribution Agreement and as contemplated by SECTION 1.3(c) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(phereof; (g) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon its common stock as contemplated by SECTION 1.3(d) hereof and to the extent Information Memorandum; and (h) Borrower may make payments on or after September 9, 2001 of the cashless portion of Indebtedness evidenced by the exercise of options or warrants Preferred Stock Subordinated Notes, together with interest thereon, in accordance with the terms thereof, to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii1) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder both before and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no actual or pro-forma Default or Event of Default shall exist have occurred and be continuing at continuing, including without limitation under SECTION 6.10 hereof, and assuming for purposes of this clause (1) that any such payment had occurred on the time first day of the making most recently ended four Fiscal Quarter period, (2) after giving effect to such payment, Borrower, based on the pro-forma Projections acceptable to Agent, previously provided to Agent and assuming for purposes of this clause (2) that such payment was made on the first day of the first four Fiscal Quarter period to be tested under SECTION 6.10 after the proposed date of such payment, shall be in compliance with SECTION 6.10, (3) all accounts payable of Borrower are current, or being paid according to historical practice and with normal trade terms, and (4) after giving effect to such payment or would result therefromExcess Borrowing Availability shall not be less than $15,000,000 for a minimum of thirty (30) days following such payment as determined by Agent based on the pro-forma Projections referred to in clause (2) above, provided that Borrower prior to making any such payment shall have delivered to Agent a certificate from a financial officer of Borrower and in form and substance satisfactory to Agent demonstrating compliance with the foregoing.

Restricted Payments. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Restricted Subsidiaries to, declare or make, or agree to make pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (a) the Borrower or any of its Restricted Subsidiaries may declare and pay or make Capital Distributions that are payable solely in additional shares of its common stock (or warrants, options or other rights to acquire additional shares of its common stock); (i) any Restricted Subsidiary of the Borrower may declare and pay or make Capital Distributions to any Domestic Credit Party, and (ii) any Foreign Subsidiary of the Borrower may declare and pay or make Capital Distributions to any other Foreign Subsidiary, any Special Subsidiary or any Domestic Credit Party; and (c) the Borrower may declare and pay dividends with respect or make Restricted Payments in an aggregate amount not to its Equity Interests payable solely in additional shares of its Qualified Equity Interestsexceed $50,000,000; (iid) (A) Subsidiaries the Borrower may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay make additional Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of so long as, on a Pro Forma Basis after giving effect thereto, (i) the greater no Event of (x) $6,000,000 Default shall have occurred or be continuing and (yii) 10% of Consolidated EBITDA immediately after giving effect thereto on a Pro Forma Basis as of the last day of the most recently ended Reference Period fiscal quarter of the Borrower for which Financial Statements are available financial statements were required to have been delivered pursuant to Section 6.01, the Total Net Leverage Ratio does not exceed 3.40 to 1.00; (e) the Borrower may declare and pay a regular dividend or distribution on the common stock or common Equity Interests of the Borrower not to exceed $0.0375 per share of common stock per fiscal year quarter; (when taken together with Section 6.06(b)(vii)(i)f) plus (ii) the Borrower may declare and pay or make additional Restricted Payments in an unlimited aggregate amount not to exceed the Available Amount so long as, solely in the case on a Pro Forma Basis after giving effect thereto, (i) no Event of this clause Default shall have occurred or be continuing and (v)(ii), ii) immediately after giving effect thereto on a Pro Forma Basis as of the last day of the most recently ended Reference Period fiscal quarter of the Borrower for which Financial Statements are available after giving effect financial statements were required to any such Restricted Payment have been delivered pursuant to Section 6.01, the Consolidated Total Net Leverage Ratio is does not greater than 2.50 exceed 4.90 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom1.00; (vig) the Borrower may declare or pay or make Restricted Payments as part of a Permitted Organizational Restructuring; and (h) the Borrower and its Subsidiaries may consummate the Intercompany Account Settlement. Notwithstanding the foregoing, nothing in this Section 7.06 shall restrict the (x) the refinancing or exchange of any Junior Debt for any other Junior Debt maturing no earlier, and not having a shorter Weighted Average Life to purchase Maturity, than the Borrower’s preferred stockJunior Debt being so refinanced or exchange, (y) the conversion of Junior Debt to common stock, restricted stock or common preferred stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any (other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoingthan Disqualified Equity Interests) of the Borrower in lieu or (z) regularly scheduled payments or repayments of cash payments for the repurchase, retirement interest and principal of Junior Debt at its stated maturity or other acquisition any mandatory prepayments or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent offers to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price purchase thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, declare or make, or agree to make pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or incur make any obligation (contingent or otherwise) distribution of their Property to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loanstheir respective Equity Interest holders, interest and fees hereunder), except: except (i) the Borrower may declare and pay dividends or distributions with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; Interests (other than Disqualified Capital Stock), (ii) (A) Subsidiaries may declare and pay dividends or distributions ratably with respect to their Equity Interests Interests, (iii) so long as both before and immediately after giving effect to the Borrower such Restricted Payment, (A) no Default or any other Person pro rata Event of Default has occurred and is continuing or would result therefrom, (B) the Borrower has unused commitments under the RBL Facilities of not less than 15% of the total commitments then in effect thereunder and (C) the ratio of Total Debt as of such time (including the effect of any Subsidiary borrowings used to make such Restricted Payment) to EBITDA for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date of determination for which financial statements are available is equal to or less than 4.00 to 1.00, the Borrower may declare and pay Restricted Payments cash dividends to its Equity Interest holders of Available Cash in accordance with the Partnership Agreement; provided that such distributions shall not exceed 90% of the aggregate amount of Available Cash in any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); 12 consecutive month period, (iv) [intentionally omitted]; if no Default or Event of Default has occurred and is continuing or would exist after giving effect thereto, the repurchase or other acquisition of equity securities, limited partnership interest or units of the Borrower not to exceed $2,500,000 in the aggregate since the Closing Date, from employees, former employees, directors or former directors of the Borrower or its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) or other arrangements approved by the general partner of the Borrower under which such equity securities, limited partnership interest or units were granted, issued or sold and (v) the Borrower may make Restricted Payments redeem, repurchase or otherwise acquire preferred equity securities, preferred limited partnership interests or preferred units of up the Borrower from the holders thereof: (1) with the Net Cash Proceeds of any sale of Equity Interests (other than Disqualified Capital Stock) of the Borrower or in exchange solely for Equity Interests (other than Disqualified Capital Stock) of the Borrower or (2) so long as both before and immediately after giving effect to an aggregate such redemption, repurchase or acquisition, (A) no Default or Event of Default has occurred and is continuing or would result therefrom, (iB) the greater Borrower has unused Commitments of (x) $6,000,000 not less than 15% of the total Commitments then in effect and (yC) 10% the ratio of Consolidated EBITDA Total Debt as of such time to EBITDA for the four fiscal quarters ending on the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after quarter immediately preceding the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period determination for which Financial Statements financial statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect is equal to any such payment the Consolidated Total Net Leverage Ratio is not greater or less than 2.50 4.00 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom1.00.

Restricted Payments. (a) No Loan Party will, Neither the Borrower nor will it permit any Subsidiary to of its Subsidiaries shall declare or make any Restricted Payment, except: Restricted Payments made in connection with the defeasance, redemption or incur repurchase of any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon Indebtedness with the termination Net Cash Proceeds of Permitted Refinancing Indebtedness; Restricted Payments of any Subsidiary of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any to another wholly-owned Subsidiary may declare and pay of the Borrower; Restricted Payments made pursuant to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services acquisition agreements consented to by the extent advances related thereto are permitted Required Lenders pursuant to Section 6.04(z); (iv7.3(G) [intentionally omitted]; (v) hereof; any payment by Mandara Asia to members of record of Mandara Asia on June 30, 2001 of cash on the balance sheet of Mandara Asia as of such date in excess of $512,000, as contemplated by the Mandara Acquisition Agreement; Restricted Payments by non-wholly-owned Subsidiaries if made to all equity owners thereof on a pro rata basis; and other Restricted Payments, provided that prior to the declaration or payment of such Restricted Payment, the Borrower may make shall deliver to the Administrative Agent a certificate from one of the Authorized Officers, demonstrating to the satisfaction of the Administrative Agent that after giving effect to such Restricted Payments Payment, on a pro forma basis, as if the Restricted Payment had occurred on the first day of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of Applicable Look-Back Period ending on the last day of the Borrower's most recently ended Reference Period for which Financial Statements are available per completed fiscal year (when taken together quarter, the Borrower would have been in compliance with the financial covenants in Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely 7.4 and not otherwise in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; Default. provided, thathowever, that in each case under this clause (v), no Event of event shall any Restricted Payments be declared or made if either a Default or an Unmatured Default shall exist have occurred and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination declaration or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment thereof or would result therefrom.

Restricted Payments. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Restricted Subsidiaries to, declare or make, or agree to make pay or make, directly or indirectly, any Restricted Payment, return any capital to its Equity Interest holders or incur make any obligation (contingent or otherwise) distribution of its Property to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder)its Equity Interest holders, except: (ia) the Borrower may declare and pay distributions and dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity InterestsInterests (other than Disqualified Capital Stock); (iib) (A) Restricted Subsidiaries may declare and pay distributions and dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan PartyInterests; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (vc) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of up the Borrower and its Restricted Subsidiaries so long as any such Restricted Payments paid in cash do not exceed $250,000 in the aggregate in any fiscal year; (d) the Borrower may make Restricted Payments with respect to an aggregate of its Equity Interests so long as (i) no Default, Event of Default or Borrowing Base Deficiency exists at the greater time of (x) $6,000,000 any such Restricted Payment or would result therefrom and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment (and any Borrowings incurred in connection therewith) the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment pro forma basis is less than or would result therefrom; (vi) the Borrower may make Restricted Payments equal to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant 4.00 to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons)1.00; provided that the aggregate amount of cash payments under this clause (vi) subsequent with respect to any such Restricted Payments made prior to the Effective Date (net delivery of proceeds received by financial statements for the fiscal quarter ending June 30, 2019, the Borrower subsequent shall have delivered to the date hereof in connection with resales of any stock Administrative Agent financial statements or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over other data reasonably acceptable to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party willAdministrative Agent demonstrating that, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, Restricted Payment (and any Borrowings incurred in each case under this clause (viiconnection therewith), no Event the ratio of Default shall exist and be continuing at the time of the making (i) Consolidated Net Debt as of such payment date to (ii) Consolidated EBITDAX for the most recently ended period of four consecutive fiscal quarters for which financial statements are available, is less than or would result therefromequal to 4.00 to 1.00; (e) the Borrower may make Permitted Tax Distributions quarterly, based on the Borrower’s estimated taxable income for each applicable quarterly period, and annually, based on the Borrower’s annual federal income tax filing; provided that if the aggregate quarterly estimates for any tax year exceed the actual annual amount for such tax year, such excess shall be deducted from the next quarterly distribution(s) to occur after such annual federal income tax filing; and (f) the Borrower may make the Effective Date Restricted Payment.

Restricted Payments. (a) No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of its Subsidiaries (other than Financing Subsidiaries) to, declare or make, or agree to make pay or make, directly or indirectly, any Restricted Payment, or incur any obligation except that the Borrower may declare and pay: (contingent or otherwisea) dividends with respect to do so (unless such obligation is contingent upon the termination capital stock of the Commitments Borrower to the extent payable in additional shares of the Borrower’s common stock; (b) dividends and distributions in either case in cash or other property (excluding for this purpose the payment Borrower’s common stock) in full any taxable year of all Loansthe Borrower in amounts not to exceed the amount that is estimated in good faith by the Borrower to be required to (i) reduce to zero for such taxable year or for the previous taxable year, interest and fees hereunderits investment company taxable income (within the meaning of section 852(b)(2) of the Code), exceptand reduce to zero the tax imposed by section 852(b)(3) of the Code and (ii) avoid federal excise taxes for such taxable year imposed by section 4982 of the Code; (c) dividends and distributions in each case in cash or other property (excluding for this purpose the Borrower’s common stock) in addition to the dividends and distributions permitted under the foregoing clauses (a) and (b), so long as on the date of such Restricted Payment and after giving effect thereto: (i) the Borrower may declare no Default shall have occurred and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long asbe continuing; provided that, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any if such Restricted Payment is a scheduled dividend of the Consolidated Total Net Leverage Ratio is not greater than 2.50 Borrower, then such Restricted Payment shall be deemed to 1.00 on a Pro Forma Basis; provided, that, in each case under comply with this clause (v), Section 6.05(c)(i) so long as no Default or Event of Default shall exist have occurred and be continuing at the time of the making of declaration and (A) such Restricted Payment or would result therefrom; payment is made within seventy five (vi75) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and declaration thereof or (ixB) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist have occurred and be continuing at the time of payment or immediately after giving effect thereto; and (ii) the making aggregate amount of Restricted Payments made during any taxable year of the Borrower after December 31, 2020 under this clause (c) shall not exceed an amount equal to the difference of (x) an amount equal to 10% of the taxable income of the Borrower for such taxable year determined under section 852(b)(2) of the Code, but without regard to subparagraphs (A), (B) or (D) thereof, minus (y) the amount, if any, by which dividends and distributions made during such taxable year pursuant to the foregoing clause (b) based upon the Borrower’s estimate of taxable income exceeded the actual amounts specified in subclauses (i) and (ii) of such foregoing clause (b) for such taxable year; provided that dividends declared in any taxable year but paid in the subsequent taxable year shall be deemed to be made in the taxable year such dividends were declared; (d) any delivery or payment (i) in connection with, or as part of, the termination or settlement of any Permitted Warrant, (ii) in connection with entering into a Permitted Convertible Note Hedge and (iii) in connection with the replacement of any existing Permitted Convertible Note Hedge with a substantially similar Permitted Convertible Note Hedge; and (e) other Restricted Payments so long as (i) on the date of such other Restricted Payment and after giving effect thereto (x) the Covered Debt Amount does not exceed 90% of the Borrowing Base and (y) no Default shall have occurred and be continuing and (ii) to the extent that the Covered Debt Amount would result therefromexceed 60% of the Borrowing Base on the date of such Restricted Payment after giving effect thereto, on the date of such other Restricted Payment the Borrower delivers to the Administrative Agent and each Lender a Borrowing Base Certificate as at such date demonstrating compliance with subclause (x) after giving effect to such Restricted Payment. For purposes of preparing such Borrowing Base Certificate, (A) the fair market value of Portfolio Investments for which market quotations are readily available shall be the most recent quotation available for such Portfolio Investment and (B) the fair market value of Portfolio Investments for which market quotations are not readily available shall be the Value set forth in the Borrowing Base Certificate most recently delivered by the Borrower to the Administrative Agent and the Lenders pursuant to Section 5.01(d); provided that the Borrower shall reduce the Value of any Portfolio Investment referred to in this subclause (B) to the extent necessary to take into account any events of which the Borrower has knowledge that adversely affect the value of such Portfolio Investment. Nothing herein shall be deemed to prohibit the payment of Restricted Payments by any Subsidiary of the Borrower to the Borrower or to any other Subsidiary Guarantor.

Restricted Payments. (a) No Loan Party willNeither KMCL, the Principal Borrower nor will it permit any Subsidiary to make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), exceptParent shall: (i) prior to the Borrower may declare and pay dividends with respect to its Equity Interests payable solely Project Completion Date, make any Distribution unless the following three conditions have been satisfied: (A) such Distribution would not result in additional shares aggregate Distributions in any period of its Qualified Equity Interestsfour consecutive Fiscal Quarters exceeding Distributable Cash for such period; (iiB) (A) Subsidiaries may declare and pay dividends ratably with respect prior to their Equity Interests making any such Distribution, it shall have delivered to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to Agent, an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as officer’s certificate from an Authorized Officer of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely Principal Borrower in the case form of this clause (v)(ii)Schedule P certifying that, as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment Distribution, (I) the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, Obligors remain in each case under this clause (vmaterial compliance with the maximum debt and minimum equity requirements of Section 2.1(b)(iii) or 2.2(b)(ii)(C), as applicable, (II) the Obligors have sufficient Total Borrower Equity Financing in an amount to fund projected Project Costs for the next following 6 month period to the extent required to maintain compliance with the maximum debt and minimum equity requirements of Section 2.1(b)(iii) or 2.2(b)(ii)(C), as applicable, and (III) such Distribution is consistent in all material respects with the forecasted Distributions forming part of the Net Forecasted Retained Cash Flow calculation set out in the then most recently delivered Drawdown Notice; and the Independent Engineer will have provided the applicable Independent Engineer Certificate to the Agent or the Lenders confirming the reasonableness of the conclusions above (with respect to Total Borrower Equity Financing, confirming, the reasonableness of the Net Forecasted Retained Cash Flow) to the Agent and the Lenders; and (C) no Default or Event of Default shall exist has occurred and be is continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receiptDistribution; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancingsafter the Project Completion Date, replacementsKMCL, substitutionsthe Parent and the Principal Borrower shall be permitted to make quarterly dividends and other Distributions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange provided that no Default or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist has occurred and be continuing at the time of the making of such payment or would result therefromis continuing.

Restricted Payments. (a) No The Borrower will not, and will not permit any other Loan Party willto, nor will it permit any Subsidiary declare or make, or agree to make pay or make, directly or indirectly, any Restricted Payment, return any capital to its Equity Interest holders or incur make any obligation (contingent or otherwise) distribution of its Property to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder)its Equity Interest holders, except: (ia) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity InterestsInterests (other than Disqualified Capital Stock); (iib) (A) the Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata Guarantor; (c) the Borrower may (i) if no Event of Default under Sections 10.01(a), (b), (h) or (i) exists immediately before and (B) any Subsidiary may after giving effect to such Restricted Payment, declare and pay Restricted Payments Permitted Tax Distributions and (ii) make distributions to any Loan Partydirect or indirect parent (including Ultimate Parent) to pay Public Company Compliance costs, operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including, without limitation, administrative, legal, accounting, and similar expenses payable to third parties), which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors or officers of Ultimate Parent, in each case to the extent such expenses and costs are directly attributable to the ownership or operations of Ultimate Parent, the Borrower and their respective Subsidiaries; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (vd) the Borrower may make Restricted Payments cash distributions with respect to its Equity Interests to the holders of up to an aggregate of its Equity Interests so long as (i) such distribution is paid within 60 days after the greater date of declaration thereof, (xii) $6,000,000 as of the date of such declaration, if such distribution had been paid as of such date of declaration, both immediately before, and immediately after giving pro forma effect to, any such distribution, (A) no Event of Default would have occurred and be continuing, (B) no Borrowing Base Deficiency exists or would exist and (yC) Liquidity would be equal to or greater than 10% of Consolidated the total Commitments (i.e., the lesser of (1) the Aggregate Maximum Credit Amounts, (2) the Aggregate Elected Commitment and (3) the then effective Borrowing Base), (iii) the Leverage Ratio is less than or equal to 3.00 to 1.00 (on a pro forma basis as the Leverage Ratio is recomputed on the date of such declaration using (A) Total Net Debt outstanding on such date and (B) EBITDA as of for the four fiscal quarters (or, if applicable, the relevant annualized period determined in accordance with the definition thereof) ending on the last day of the most recently ended Reference Period fiscal quarter immediately preceding such date for which Financial Statements financial statements are available per fiscal year (when taken together with including, if applicable, the Financial Statements)), and (iv) prior to the 2026 Senior Notes Discharge, (x) the Borrower shall have provided the notice and certificate required by Section 6.06(b)(vii)(i)8.01(d) plus and (iiy) an unlimited the amount so long as, solely of such distribution shall not exceed: (A) if the Leverage Ratio calculated in the case of this accordance with clause (v)(ii)iii) above, as of the last day of the most recently ended Reference Period fiscal quarter for which Financial Statements financial statements are available after giving effect available, is less than 3.00 to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not 1.00 but greater than 2.50 or equal to 1.00 on a Pro Forma Basis; providedto 1.00, that, in each case under this clause an amount equal to (v), no Event x) 65% of Default shall exist and be continuing Discretionary Cash Flow at the time of the making of such Restricted Payment or would result therefrom; declaration minus (viy) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under all other distributions made pursuant to this clause (viSection 9.04(d) subsequent to during the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year)then-current Discretionary Cash Flow Utilization Period; (viiB) if the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions Leverage Ratio calculated in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; clause (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii)above, as of the last day of the most recently ended Reference Period fiscal quarter for which Financial Statements financial statements are available after giving effect available, is less than 1.00 to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 1.00, an amount equal to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event x) 100% of Default shall exist and be continuing Discretionary Cash Flow at the time of such declaration minus (y) the making aggregate amount of all other distributions made pursuant to this Section 9.04(d) during the then-current Discretionary Cash Flow Utilization Period; For the avoidance of doubt, from and after the 2026 Senior Notes Discharge, clause (iv) of this subsection (d) shall not apply. (e) redemptions in whole or in part of any of its Equity Interests (A) for another class of its Equity Interests or the Equity Interests of its direct or indirect parent entity or (B) with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all material respects to their interests as those contained in the Equity Interests redeemed thereby; (f) Restricted Payments to repurchase Equity Interests from directors or employees of the Borrower or its Affiliates (or from the estate, family members, spouse or former spouse of directors or employees of the Borrower or its Affiliates) so long as the aggregate amount of repurchases and settlements under this Section 9.04(f) shall not exceed $10,000,000 per fiscal year; (g) cash payments in lieu of the issuance of fractional shares of Equity Interests in connection with any dividend, option, split, warrant or combination thereof, or any transaction permitted hereunder; and (h) during the Specified Unrestricted Period and thereafter until the Borrower delivers financial statements pursuant to Section 8.01(a) or Section 8.01(b), as applicable, in respect of the fiscal quarter in which the Fold In Date occurs, to the extent any ▇▇▇▇▇▇▇ Entity that is an Unrestricted Subsidiary (or any ▇▇▇▇▇▇▇ Entity that was an Unrestricted Subsidiary as of the last day of the fiscal quarter immediately preceding the fiscal quarter in which the Fold In Date occurred) pays a cash dividend or makes a cash distribution to the Borrower or any Consolidated Restricted Subsidiary (a “▇▇▇▇▇▇▇ Unrestricted Subsidiary Distribution”), the Borrower may, within five (5) Business Days after receiving such ▇▇▇▇▇▇▇ Unrestricted Subsidiary Distribution, make one or more cash distributions to the holders of its Equity Interests in an aggregate amount not to exceed (i) the amount of such payment or would result therefrom▇▇▇▇▇▇▇ Unrestricted Subsidiary Distribution less (ii) any portion of such ▇▇▇▇▇▇▇ Unrestricted Subsidiary Distribution that was made for the purpose of funding a Permitted Tax Distribution in respect of the ▇▇▇▇▇▇▇ Entities that are Unrestricted Subsidiaries, so long as the conditions set forth in clauses (ii), (iii) and (iv) of Section 9.04(d) are satisfied with respect to each such distribution.

Restricted Payments. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to make of its Restricted Subsidiaries to, declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder)so, except: (ia) each Restricted Subsidiary may make Restricted Payments to the Borrower and to other Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, such Restricted Payment may be made to each other owner of capital stock or other equity interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and pay dividends with respect to its Equity Interests make dividend payments or other distributions payable solely in additional the common stock or other Qualified Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other Qualified Equity Interests or warrants or options to acquire any such shares with the proceeds received from the substantially concurrent issue of new shares of its common stock or other Qualified Equity Interests; (d) the payment in cash of regular quarterly dividends in respect of common stock in an amount per quarter not to exceed $0.30 per share of common stock outstanding at the time of such declaration; provided that, at the time of such declaration, no Event of Default under Section 7.01(a) or (e) exists before and immediately after giving pro forma effect to such dividend; (e) so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Payments in an aggregate principal amount not to exceed $100,000,000 less any Investments made pursuant to Section 6.08(x) to make Restricted Payments; (f) so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Payments in an amount such that, after giving pro forma effect thereto, the Total Net Leverage Ratio does not exceed 3.50:1.00; (g) Restricted Payments in an amount not to exceed the Available Amount; provided that (i) at the time of any such Restricted Payment, no Event of Default shall have occurred and be continuing or would result therefrom and (ii) immediately after giving pro forma effect to such Restricted Payment, the Total Net Leverage Ratio does not exceed 4.40:1.00; (Ah) Subsidiaries may declare and pay dividends ratably with respect Restricted Payments made on the Closing Date to their consummate the Transactions; (i) repurchases of Equity Interests to in the ordinary course of business in the Borrower or any other Person pro rata and Restricted Subsidiary (Bi) deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or (ii) for purposes of satisfying any Subsidiary may declare and pay Restricted Payments to any Loan Partyrequired tax withholding obligation upon the exercise or vesting of a grant or award of stock options or warrants; (iiij) the Borrower or any Restricted Subsidiary may pay any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement (it being understood that a distribution pursuant to this Section 6.06(j) shall be deemed to have utilized capacity under such other provision of this Agreement); (k) the Borrower or any Restricted Subsidiary may (i) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; (l) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may make Junior Restricted Debt Payments to Restricted Subsidiaries in respect of intercompany Indebtedness incurred pursuant to Section 6.03(h); and (m) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof)▇▇▇▇▇ ▇▇▇▇▇ Recapitalization. (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. (a) No Loan Party will, nor will it permit any Subsidiary to make Permit any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), exceptexcept that: (a) so long as (i) no Default has occurred or is continuing or would result from such Restricted Payment, (ii) after giving effect to such Restricted Payment, the Borrower would be permitted to incur an additional dollar of Indebtedness under Section 8.2(o), (iii) after giving effect to such Restricted Payment, the Consolidated Senior Secured Leverage Ratio for the Borrower’s most recently ended four Fiscal Quarter period would have been no greater than the ratio set forth in Section 8.18(a) for such period, determined on a Pro Forma Basis as if such Restricted Payment had been made at the beginning of such period, and (iv) such Restricted Payment, together with all other Restricted Payments (excluding Restricted Payments made pursuant to Sections 8.6(b)(2), (3), (4), (6), (7), (8), (9) and (11)) since the beginning of the most recent Fiscal Quarter of the Borrower commencing after the Closing Date, is less than the Restricted Payment Cap, then the Borrower and its Subsidiaries may declare make Restricted Payments. (b) Notwithstanding the provisions of Section 8.6(a), so long as no Default or Event of Default shall have occurred and pay dividends be continuing or would result therefrom, the Borrower and its Subsidiaries may make, do, take or otherwise effectuate the following actions: (1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with respect to its Equity Interests payable solely in additional shares the provisions of its Qualified Equity Intereststhis Agreement; (ii2) (A) Subsidiaries may declare and pay dividends ratably with respect make any Restricted Payment out of the Net Cash Proceeds from the substantially concurrent sale of Capital Stock to their Equity Interests Holdings by the Borrower or from the substantially concurrent contribution by Holdings of capital to the Borrower or in respect of its Capital Stock (other than Disqualified Stock); provided that the amount of any other Person pro rata and such Net Cash Proceeds that are utilized for any such Restricted Payment shall be excluded from clause (B) any Subsidiary may declare and pay of the definition of Restricted Payments to any Loan PartyPayment Cap; (iii3) the defeasance, redemption, repurchase, retirement or other acquisition of the Senior Notes or any Subordinated Indebtedness with the Net Cash Proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness; provided that the amount of any such Net Cash Proceeds that are utilized for any such defeasance, redemption, repurchase, retirement or other acquisition of Indebtedness will be excluded from clause (B) of the definition of Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z)Payment Cap; (iv) [intentionally omitted]; (v4) the Borrower may make Restricted Payments payment of up to an aggregate of any dividend (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long asor, solely in the case of this clause (v)(ii)any partnership or limited liability company, as any similar distribution) by any Subsidiary of the last day Borrower to the holders of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 its Capital Stock on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrompro rata basis; (vi5) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement redemption or other acquisition or retirement for value of such Equity Interests any Capital Stock of any Parent, the Borrower or equity-based awards any Subsidiary Guarantor held by such Persons)any current or former officer, director or employee of any Parent, the Borrower or any Subsidiary of the Borrower pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock price paid for all such repurchased, redeemed, acquired or common stock options so purchased) retired Capital Stock shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts 5,000,000 in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year)twelve-month period; (vii6) the Borrower may repurchase Qualified Equity Interests repurchase, redemption or other acquisition or retirement of Capital Stock deemed to occur upon and the exercise or exchange of stock options, warrants or other similar rights to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests Capital Stock represent all or a portion of the exercise or exchange price thereofof those stock options, and the repurchase, redemption or other acquisition or retirement of Capital Stock made in lieu of withholding taxes resulting from the exercise or exchange of stock options, warrants or other similar rights; (viii7) the Borrower may make repurchases declaration and payment of Equity Interests regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of any Subsidiary of the Borrower Borrower, or any class or series of preferred stock of a Subsidiary of the Borrower, in each case issued after the Closing Date, so long as the Consolidated Total Leverage Ratio for the Borrower’s most recently ended four-Fiscal Quarters for which internal financial statements are available immediately preceding the date on which such dividend payment is made would in accordance with, and as set forth in, the applicable Compliance Certificate, have been no greater than the ratio set forth in Section 8.18(b) for such period, assuming such ratio were required to be tested for such period, determined on a pro forma basis, as if such dividend payment had been made at the beginning of such four-Fiscal Quarter period; (8) Permitted Payments to any Parent; (9) the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of Superholdings to the extent financed necessary to comply with law or to prevent the loss or to secure the renewal or reinstatement of any FCC license held by Superholdings or any of its Subsidiaries; (10) make required distributions or payments to Royal Street in accordance with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receiptRoyal Street Agreements; and (ix11) other Restricted Payments not to exceed $10,000,000 in the aggregate since the Closing Date. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the assets or securities proposed to be transferred or issued by the Borrower may make Tax Distributions in accordance with or its Subsidiaries pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (8.6 will be determined as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, exceptfollows: (i) payments permitted with respect to any Restricted Payment or series of related Restricted Payments involving aggregate consideration in excess of $10,000,000, a resolution of the Borrower’s or the applicable Subsidiary Guarantor’s board of directors (or similar governing body) set forth in an officers’ certificate certifying that such Restricted Payment has been approved by the provisions Borrower’s or the applicable Subsidiary Guarantor’s board of the directors (or similar governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligationsbody);; and (ii) [intentionally omitted]; (iii) refinancingswith respect to any Restricted Payment or series of related Restricted Payments involving aggregate consideration in excess of $50,000,000, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests approval of the Borrower; board of directors (vior similar governing body) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of required by clause (i) the greater above must be based on an opinion or appraisal from a financial point of (x) $2,500,000 and (y) 5.0% view issued by an accounting, appraisal or investment banking firm of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefromrecognized standing.

Restricted Payments. (a) No Loan Party willThe Borrower and the Parent Guarantors will not, nor and will it not permit any Subsidiary of their respective Subsidiaries to, declare or make, or agree to make pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or incur make any obligation (contingent or otherwise) distribution of their Property to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loanstheir respective Equity Interest holders, interest and fees hereunder), except: except (i) the Borrower Parent may declare and pay dividends or distributions with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; Interests (other than Disqualified Capital Stock); (ii) (A) Subsidiaries of the Borrower may declare and pay dividends or distributions ratably with respect to their Equity Interests Interests; (iii) so long as both before and immediately after giving effect to the Borrower such Restricted Payment, (A) no Default or any other Person pro rata Event of Default has occurred and is continuing or would result therefrom, (B) the Borrower has unused Commitments of not less than 20% of the total Commitments then in effect and (C) the ratio of Total Debt as of such time (including the effect of any Subsidiary Borrowings or other Debt used to make such Restricted Payment) to EBITDA for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date of determination for which financial statements are available is equal to or less than 3.00 to 1.00, the Borrower may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements cash dividends to the extent advances related thereto are permitted pursuant Parent, and the Parent may declare and pay cash dividends to Section 6.04(z); its Equity Interest holders; (iv) [intentionally omitted]; if no Default or Event of Default has occurred and is continuing or would exist after giving effect thereto, the repurchase or other acquisition of equity securities, limited partnership interest or units of the Parent not to exceed $2,500,000 in the aggregate since the Eighth Amendment Effective Date, from employees, former employees, directors or former directors of the Parent or its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) or other arrangements approved by the board of directors of the Parent under which such equity securities, limited partnership interest or units were granted, issued or sold; and (v) the Borrower may make Restricted Payments of up declare and pay dividends or distributions to the Parent in an aggregate of amount equal to (iA) Taxes then due and owing by the greater of (x) $6,000,000 Parent and (yB) 10% reasonable and customary accounting, public company and other overhead and administrative costs and expenses (exclusive of Consolidated EBITDA as of any markup or premium), including reasonable and customary director’s fees and expenses, incurred by the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely Parent in the case ordinary course of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof)business. (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to of its Subsidiaries to, make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon Payments without the termination consent of the Commitments and the payment in full of all Loans, interest and fees hereunder), exceptRequired Lenders except that: (ia) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely engage in additional shares of its Qualified Equity Interestsstock splits (including reverse stock splits); (ii) (Ab) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests make Distributions to the Borrower or any other Person pro rata and (B) any a Wholly-owned Subsidiary may declare and pay Restricted Payments to any Loan Party;of the Borrower; and (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (vc) the Borrower or any of its Subsidiaries may make other Restricted Payments of up to an aggregate of Payments; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) the greater Borrower shall deliver to the Lenders contemporaneously with any Compliance Certificate delivered pursuant to §8.4(c) of the Existing Credit Agreement as effect on the date hereof a certificate of the principal financial or accounting officer of the Borrower certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating immediately after giving effect to all Restricted Payments projected to be made during the then next Fiscal Quarter (x) $6,000,000 the Total Facility Usage Ratio would not exceed 85% for such Fiscal Quarter and (y) 10the Total Facility Usage Ratio would not exceed 85% of Consolidated EBITDA as determined on a pro forma basis over the two (2) Fiscal Quarters next following such Fiscal Quarter, in form and substance satisfactory to the Administrative Agent, based on reasonable projections of the last day financial performance of the most recently ended Reference Period Borrower and (iii) in connection with such certificate for any Fiscal Quarter during which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make projects that the aggregate Restricted Payments to purchase be made will exceed $25,000,000, the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees Borrower shall deliver a certificate of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant an Authorized Officer of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended dated as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by of such certificate as to the provisions solvency of the governing subordination or intercreditor agreement (which agreements shall not prohibit Borrower and its Subsidiaries following the payment of Deferred Acquisition Obligations); all such Restricted Payments for such Fiscal Quarter and in form and substance satisfactory to the Administrative Agent; provided that at any time the actual Restricted Payments made during any Fiscal Quarter exceed the Restricted Payments projected to be made for such Fiscal Quarter as set forth in the certificate described in clause (ii) [intentionally omitted]; above, the Borrower shall promptly deliver to the Lenders a certificate of the principal financial or accounting officer of the Borrower certifying as accurate and complete updated monthly pro forma financial projections attached thereto and otherwise demonstrating compliance with the requirements set forth in clause (ii) above based on the actual Restricted Payments made and, to the extent applicable, providing the solvency certificate described in clause (iii) refinancingsabove. Notwithstanding the foregoing, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any no Restricted Payments shall be made if such payment would constitute a breach under the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefromExisting Credit Agreement.

Restricted Payments. (a) No Loan Party will, nor will it permit any Subsidiary Permit the Borrower to make any Restricted PaymentPayments, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), exceptexcept that: (i) except as set forth in clause (ii) below, the Borrower may declare and pay dividends payable with respect to its equity securities in any fiscal quarter of the Borrower if after giving effect to such dividend, such dividend, when added to the amount of all other such dividends paid in the same fiscal quarter and the preceding three (3) fiscal quarters, would not exceed the greater of (A) ninety-five percent (95%) of its Funds from Operations for the four fiscal quarters ending prior to the quarter in which such dividend is paid or (B) the minimum amount of such dividends required under the Code to enable the Borrower to continue to maintain its status under the Code as a REIT, as evidenced (in the case of clause (B)) by a certification of Chief Financial Officer containing calculations in reasonable detail satisfactory in form and substance to Administrative Agent; (ii) if an Event of Default under Section 9.1(a) or (b) has occurred and is continuing, the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares equity securities which shall not exceed the minimum amount of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay such dividends ratably with respect required under the Code to their Equity Interests to enable the Borrower or any other Person pro rata to continue to maintain its status under the Code as a REIT, as evidenced by a certification of Chief Financial Officer containing calculations in reasonable detail reasonably satisfactory in form and (B) any Subsidiary may declare and pay Restricted Payments substance to any Loan PartyAdministrative Agent; (iii) Restricted Payments in connection with transfer pricing or shared services agreements the Borrower may effect Stock repurchases to the extent advances related thereto are permitted pursuant to Section 6.04(zby Sections 8.3(l) or 8.3(m); (iv) [intentionally omitted]the Borrower may effect “cashless exercises” of options granted under the Borrower’s stock option plans; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) distribute rights or equity securities under any rights plan adopted by the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma BasisBorrower; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom;and (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock declare and pay dividends (or common stock options from present effect Stock splits or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreementreverse Stock splits) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments respect 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, its equity securities payable solely in the case additional shares of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefromits equity securities.

Restricted Payments. No Loan Party shall make payments which are Restricted Payments, except that: (a) No The Loan Party willParties may make payments and other distributions as expressly permitted under Section 5.01(a)(v), nor will it permit Section 5.01(a)(vi) and Article III of the Depositary Agreement; provided that, solely with respect to any Subsidiary Restricted Payment to make 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 distribute to Holdings (for further distribution to the Sponsor or its designee) any Bolt Distributions regardless of whether any Distribution Conditions are then satisfied, so long as, (i) prior to the Term Conversion Date, at least five Business Days prior to the date of such Restricted Payment, or incur any obligation the Borrower shall have provided the Administrative Agent and the Independent Engineer with a certificate, dated the date of delivery of such certificate, certifying that the Project is reasonably expected to achieve the Commercial Operation Date by the Date Certain, that the Borrower is reasonably expected to achieve Term Conversion by the Term Conversion Date Certain and that the Loan Parties have sufficient funds (contingent or otherwisetaking into account amounts on deposit in the Construction Account and the Local Accounts, and remaining availability under the Construction Facility) to do so achieve Term Conversion and (unless such obligation is contingent upon the termination ii) as of the Commitments date of such Restricted Payment, no Default under Section 7.01(b) or Section 7.01(c)(i) has occurred and is continuing, and no Event of Default has occurred and is continuing. (c) [Reserved]. (d) Restricted Payments may be made with the payment proceeds of amounts on deposit in full of all Loansor credited to any Excluded Commodity Account, interest and fees hereunder), except: in an aggregate amount not to exceed at any time (i) the Borrower may declare and pay dividends with respect amount of Equity Commodity Contributions made prior to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; such time less (ii) any amounts that have been previously transferred as a Restricted Payment pursuant to this clause (Ad). (e) Subsidiaries Any Loan Party may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay make Restricted Payments to any other Loan Party;. (iiif) Restricted Payments Any Loan Party may make payments to any Affiliate of the Loan Parties under the 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 connection accordance with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z);this Agreement. (ivg) [intentionally omitted]; (v) On or after the Borrower may make Restricted Payments of up to an aggregate of (i) first Quarterly Payment Date following the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA Term Conversion Date, so long as the Distribution Conditions are satisfied as of the last day date of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; providedPayment, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase Sponsor, Holdings or its designee with amounts on deposit in, or credited to, the Borrower’s preferred stockDistribution Suspense Account in accordance with Section 3.10 of the Depositary Agreement. (h) Prior to the Term Conversion Date and so long as no Event of Default has occurred and is continuing, common stockthe Borrower may make the following withdrawals and transfers from the Construction Account: (i) for Permitted Tax Distributions and (ii) for general and administrative costs of the Project and the Borrower and the Guarantors directly incurred by Holdings and Sponsor, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees and other corporate overhead expenses in an aggregate amount not to exceed $100,000 in any fiscal year of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case Borrower has certified that the Loan Parties have sufficient funds (taking into account amounts on deposit in the Construction Account and the Local Accounts and remaining availability under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefromConstruction Facility) to achieve Term Conversion.

Restricted Payments. (a) No Loan Party willDeclare or make, nor will it permit any Subsidiary to make directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), exceptexcept that: (ia) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any each Subsidiary may declare and pay make Restricted Payments to any Loan Party; (b) each Loan Party and each Subsidiary may declare and make dividend payments or other distributions payable solely in the Qualified Capital Stock of such Person; (c) prior to the commencement of a Qualifying IPO, following the end of any fiscal quarter of the Borrower, to the extent that (i) the Borrower has estimated taxable income for such quarter and (ii) the Borrower’s Board of Directors has determined (in good faith) that holders of the Borrower’s Qualified Capital Stock will be required to pay income tax on such estimated taxable income, distributions to such holders of the Borrower’s Qualified Capital Stock in an amount up to the product of (A) the Borrower’s estimated taxable income allocable to such holders for such fiscal quarter (net of all taxable losses allocated to such holders not previously taken into account pursuant to this sentence and assuming the deductibility of state and local income taxes for federal income tax purposes) multiplied by (B) a percentage equal to the lesser of (x) 25% and (y) a percentage to be reasonably determined by the Board of Directors of the Borrower (acting in good faith); provided, that, prior to making any such Restricted Payment pursuant to this clause (c), (x) the Board of Directors of the Borrower shall have determined (pursuant to a written resolution) that the timing and amount of such Restricted Payment are reasonably necessary to permit the holders of the Borrower’s Qualified Capital Stock to pay tax on such estimated taxable income and (y) the Borrower shall have delivered to the Administrative Agent a pro forma compliance certificate (certified by a Responsible Officer of the Borrower) demonstrating pro forma compliance with the financial covenants set forth in Sections 8.16 and 8.17 both before and after giving effect to such Restricted Payment; (i) the Borrower may purchase, redeem, retire or otherwise acquire its Qualified Capital Stock solely to the extent such purchase, redemption, retirement or acquisition is made with proceeds received from a substantially concurrent issuance of new Qualified Capital Stock of the Borrower, (ii) to the extent constituting Restricted Payments, the Borrower may repay Indebtedness permitted by Section 8.03(o) to the extent not prohibited by Section 8.11 and (iii) Restricted Payments the Borrower may purchase, redeem, retire or otherwise acquire shares of its Qualified Capital Stock from Global Silicone SRL for aggregate consideration not to exceed $2,845,990; provided, that, with respect to this clause (iii), such purchase occurs within thirty (30) days of the Funding Date; (e) the Borrower may (i) purchase or pay cash in lieu of fractional shares of its Qualified Capital Stock arising out of dividends, splits, or business combinations or in connection with transfer pricing the issuance of its Qualified Capital Stock pursuant to mergers, consolidations or shared services agreements other acquisitions, in each case, permitted by this Agreement, (ii) pay cash in lieu of fractional shares upon the exercise of warrants, options or other securities convertible into or exercisable for Qualified Capital Stock of the Borrower and (iii) make payments in connection with the retention of Qualified Capital Stock in payment of withholding taxes in connection with equity-based compensation plans to the extent advances related thereto that net share settlement arrangements are permitted pursuant deemed to Section 6.04(z);be repurchases; and (iv) [intentionally omitted]; (vf) the Borrower may make other Restricted Payments of up not to an aggregate of exceed (i) $600,000 in the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as fiscal year of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus Borrower ending December 31, 2017 and (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts 500,000 in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof)ending thereafter. (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. No Credit Party will, and will not permit any of its Subsidiaries to, directly or indirectly declare, order, pay, make or set apart any sum for any Restricted Payments, except that: (a) No Loan Party willBorrowers may pay reasonable fees or expenses of their respective outside members of its Board of Directors per Fiscal Year; (b) ISA may repurchase Equity Interests issued to employees, nor will it permit any Subsidiary officers and independent directors, in each case issued pursuant to make any Restricted Paymentemployee stock option or employee stock incentive arrangements previously approved by Agent (“Share Repurchases”), or incur any obligation (contingent or otherwise) if, and to do so (unless such obligation is contingent upon the termination extent, that each of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: following conditions has been met: (i) such Share Repurchase is permitted under the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares terms of its Qualified Equity Interests; such arrangements; (ii) such Share Repurchase is in connection with the cessation of the applicable recipient’s employment (or board representation) by a Borrower; (iii) the aggregate Share Repurchases made in any Fiscal Year do not exceed $500,000; (iv) if, after giving effect to such Share Repurchase, Revolving Loan Availability is equal to or greater than an aggregate amount equal to $1,000,000; (v) after giving effect to the proposed Share Repurchases, no Default or Event of Default has occurred and is continuing as of the date such Share Repurchase occurs, and (vi) Borrowers are in compliance with the Financial Covenants, on a pro forma basis, after giving effect to such Share Repurchase. To determine whether there is pro forma compliance with the Financial Covenants, Borrowers will, on a pro forma basis, provide a worksheet to Agent at least 10 days before making such Share Repurchase, which: (A) Subsidiaries may declare and pay dividends ratably with respect restates the financial statements received by Agent for the Fiscal Quarter or the Fiscal Year, as applicable, ended most closely before the date such Share Repurchase is proposed to their Equity Interests to be made as if the Borrower or any other Person pro rata proposed Share Repurchase had been made at the beginning of the applicable Test Period and (B) any Subsidiary may declare calculates the Senior Leverage Ratio under Section 7.1 and pay Restricted Payments to any Loan Party;the Fixed Charge Coverage Ratio under Section 7.2 taking into account such proposed Share Repurchase as if the proposed Share Repurchase had been made at the beginning of the applicable Test Period; and (iiic) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Subsidiaries of a Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long asPayments, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by applicable law, to such Borrower: (i) with respect to their Capital Securities to the extent necessary to permit such Borrower to: (A) pay the Obligations, (B) make any subordination provisions Restricted Payments permitted under clauses (a) and (b) above, and (C) permit such Borrower to pay expenses incurred in respect thereof;the ordinary course of business so long as, in each instance, (1) no Default or Event of Default has occurred and is continuing and (2) such Restricted Payments are not made in violation of Section 8.6(c), and (ii) which constitute repayment of an Investment by such Borrower in its Subsidiary in the form of Indebtedness permitted by Section 8.6(c). (vd) conversionsSubsidiaries of ISA may make cash distributions to ISA solely in order, exchangesand in such amounts sufficient, redemptionsfor ISA to pay: (1) the federal, repayments state and local income, franchise, commercial activity Tax or prepayments equivalent income-type Tax liabilities of such Indebtedness into or ISA and its Subsidiaries which are then due (to the extent that ISA and their Subsidiaries are consolidated with ISA for Qualified Equity Interests income Tax purposes), (2) any state franchise Taxes of ISA which are then due, and (3) the fees charged by the Accountants to perform the audit of ISA’s and its Subsidiaries’ financial statements in accordance with Section 6.1(b). (e) ISA may make Restricted Payments constituting dividends on the Capital Securities of ISA if, and to the extent, that each of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of following conditions has been met (i) the greater Board of Directors of ISA has approved such dividends, (xb) such Restricted Payments made in any Fiscal Year do not exceed $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely 750,000 in the case of this clause aggregate; (vii)(ii)iii) if, as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio Restricted Payments, Revolving Loan Availability is not equal to or greater than 2.50 an aggregate amount equal to 1.00 on a Pro Forma Basis$1,000,000; provided, that, in each case under this clause (vii)iv) after giving effect to the proposed Restricted Payments, no Default or Event of Default shall exist has occurred and is continuing as of the date such Restricted Payment occurs, and (v) Borrowers are in compliance with the Financial Covenants, on a pro forma basis, after giving effect to such Restricted Payment. To determine whether there is pro forma compliance with the Financial Covenants, Borrowers will, on a pro forma basis, provide a worksheet to Agent at least 10 days before making such Restricted Payment, which: (A) restates the financial statements received by Agent for the Fiscal Quarter or the Fiscal Year, as applicable, ended most closely before the date such Restricted Payment is proposed to be continuing made as if the proposed Restricted Payment had been made at the time beginning of the making applicable Test Period and (B) calculates the Senior Leverage Ratio under Section 7.1 and the Fixed Charge Coverage Ratio under Section 7.2 taking into account such proposed Restricted Payment as if the proposed Restricted Payment had been made at the beginning of such payment or would result therefromthe applicable Test Period.

Restricted Payments. (a) No Loan Party will, nor will it permit any Subsidiary to make Declare or pay any Restricted PaymentPayment or pay any Service Fee, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), exceptexcept that: (i) any Subsidiary of the Borrower may declare and pay cash Restricted Payments to the Borrower or to any wholly-owned Subsidiary of the Borrower; (ii) any partially-owned Subsidiary may declare and pay cash Restricted Payments to its stockholders, provided that the Borrower and its Subsidiaries must receive at least their proportionate share of any Restricted Payments paid by such Subsidiary; (iii) the Borrower may declare and pay cash dividends with respect required to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z)be paid under applicable law; (iv) [intentionally omitted]the Borrower may declare and pay in cash Restricted Payments if, after giving effect to the payment of such Restricted Payment (A) no Potential Event of Default or Event of Default shall be continuing or would result therefrom, (B) the Borrower is in compliance with all financial ratios that shall be applicable for the year 2015 and thereafter as set forth in Section 5.01(n) (Financial Ratios) on a Pro Forma Basis, (C) such Restricted Payment is made out of retained earnings, and (D) the Borrower delivers to IFC a certification substantially in the form of Schedule 7; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long aspay in cash Service Fees if, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any the payment of such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause Service Fee (v), A) no Potential Event of Default or Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; , provided that if such Potential Event of Default (vibut not Event of Default) the Borrower may make Restricted Payments results from a breach of any financial ratio set forth in Section 5.01(n) (Financial Ratios), such payment shall not be restricted unless such failure continues for a period in excess of 6 months (without prejudice to purchase the BorrowerIFC’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees right to declare an Event of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment Default as a result of such consultantPotential Event of Default), director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement and (including any stock subscription or shareholder agreementB) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash such payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments are otherwise made under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions strictly in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof)Service Fee Contract. (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, declare or make, or agree to make pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or incur make any obligation (contingent or otherwise) distribution of their Property to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loanstheir respective Equity Interest holders, interest and fees hereunder), except: except (i) the Borrower may declare and pay dividends or distributions with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; Interests (other than Disqualified Capital Stock), (ii) (A) Subsidiaries may declare and pay dividends or distributions ratably with respect to their Equity Interests Interests, (iii) so long as both before and immediately after giving effect to the Borrower such Restricted Payment, (A) no Default or any other Person pro rata Event of Default has occurred and is continuing or would result therefrom, (B) the Borrower has unused Commitments of not less than 15% of the total Commitments then in effect and (C) the ratio of Total Debt as of such time (including the effect of any Subsidiary Borrowings or other Debt used to make such Restricted Payment) to EBITDA for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date of determination for which financial statements are available is equal to or less than 4.00 to 1.00, the Borrower may declare and pay Restricted Payments cash dividends to its Equity Interest holders of Available Cash in accordance with the Partnership Agreement; provided that such distributions shall not exceed 90% of the aggregate amount of Available Cash in any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); 12 consecutive month period, (iv) [intentionally omitted]; if no Default or Event of Default has occurred and is continuing or would exist after giving effect thereto, the repurchase or other acquisition of equity securities, limited partnership interest or units of the Borrower not to exceed $2,500,000 in the aggregate since the Eighth Amendment Effective Date, from employees, former employees, directors or former directors of the Borrower or its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) or other arrangements approved by the general partner of the Borrower under which such equity securities, limited partnership interest or units were granted, issued or sold and (v) the Borrower may make Restricted Payments redeem, repurchase or otherwise acquire preferred equity securities, preferred limited partnership interests or preferred units of up the Borrower from the holders thereof: (1) with the Net Cash Proceeds of any sale of Equity Interests (other than Disqualified Capital Stock) of the Borrower or in exchange solely for Equity Interests (other than Disqualified Capital Stock) of the Borrower or (2) so long as both before and immediately after giving effect to an aggregate such redemption, repurchase or acquisition, (A) no Default or Event of Default has occurred and is continuing or would result therefrom, (iB) the greater Borrower has unused Commitments of (x) $6,000,000 not less than 15% of the total Commitments then in effect and (yC) 10% the ratio of Consolidated EBITDA Total Debt as of such time to EBITDA for the four fiscal quarters ending on the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after quarter immediately preceding the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period determination for which Financial Statements financial statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect is equal to any such payment the Consolidated Total Net Leverage Ratio is not greater or less than 2.50 4.00 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom1.00.

Restricted Payments. (a) No Loan Party will, nor will it permit any Subsidiary to make Lessee shall not pay or declare any Restricted Payment, or incur any obligation Payment (contingent or otherwiseother than as permitted by Section 7.06(b)) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: if (i) immediately after the Borrower may declare making thereof Funded Debt of Lessee and pay dividends with respect to its Equity Interests payable solely in additional shares Subsidiaries, on a consolidated basis, would exceed 50% of Total Capital of Lessee and its Qualified Equity Interests; Subsidiaries, on a consolidated basis, or (ii) (A) Subsidiaries may declare and pay dividends ratably with respect the making thereof would cause Lessee's Net Worth to their Equity Interests to the Borrower be less than $800 million or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing there shall exist any Default or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan under this Lease or any other employee, management, director default or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant event of default under the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof)Other Lease. (b) No Loan Party willNeither Lessee nor any of its Subsidiaries shall make or permit to exist any loan or advance to Tenneco Inc. or any of its Affiliates except loans or advances to Tenneco Inc. that are payable upon demand, nor will it permit any Subsidiary tobear interest, make any optional prepayment on any Subordinated Indebtednesspayable at least annually, except: at a rate equal to the prime rate as quoted by ▇▇▇▇▇▇ Guaranty Trust Company of New York from time to time and are made out of cash generated in the ordinary course of operations of Lessee or its Subsidiaries and only if (I) Tenneco Inc. owns, directly or indirectly, all the outstanding equity securities of Lessee and either (i) payments permitted all publicly held debt obligations of Tenneco Inc. having a maturity of one year or more from the date of issue are rated at least investment grade by the provisions of the governing subordination ▇▇▇▇▇'▇ and Standard & Poors, or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancingsarrangements have been made which are in all respects satisfactory to Owner Participant and Loan Participants, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests whereby return of the Borrower; amount loaned or advanced is unconditionally guaranteed, (viII) [intentionally omitted]; and (vii) additional payments Funded Debt of up Lessee and its Subsidiaries, on a consolidated basis, does not exceed 55% of the excess of Total Capital of Lessee and its Subsidiaries, on a consolidated basis, over the aggregate amount of all loans and advances to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 Tenneco Inc. and (yIII) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Default or Event of Default shall exist and be continuing at the time of the making of such payment or would result therefromexists.

Restricted Payments. (a) No Loan Party willDeclare or make, nor will it permit any Subsidiary to make directly or indirectly, any Restricted Payment, or incur any obligation except : (contingent or otherwisea) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except:[reserved]; (i) the Borrower may declare and pay dividends with respect (or may make Restricted Payments to permit any direct or indirect parent thereof to) redeem in whole or in part any of its Equity Interests in exchange for another class of its (or such parent’s) Equity Interests or rights to acquire its Equity Interests or with proceeds from substantially concurrent capital contributions or issuances of new Equity Interests, provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of Equity Interests are at least as advantageous to the Lenders as those contained in the Equity Interests redeemed thereby, (ii) the Borrower may declare and make dividend payments or other distributions payable solely in additional shares of its Qualified the Equity Interests (other than Disqualified Equity Interests) of the Borrower and (iii) the Borrower may issue, transfer or sell directors’ qualifying shares and shares issued to foreign nationals as required under applicable Law; (c) the Borrower may make additional Restricted Payments so long as (i) immediately after giving effect to such Restricted Payment, the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 4.40:1.00 and (ii) no Event of Default exists or results therefrom; (Ad) to the extent constituting Restricted Payments permitted by other clauses of this Section 7.06, the Borrower and its Restricted Subsidiaries may declare and pay dividends ratably with respect to their enter into transactions expressly permitted by Section 7.04, Section 7.05 (other than Section 7.05(e)), Section 6.19 (other than Section 6.19(j)) or Section 7.08; (e) repurchases of Equity Interests in the ordinary course of business of the Borrower (or any Parent Entity) deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (f) the Borrower or any other Person pro rata and (B) any Restricted Subsidiary may declare (i) pay cash in lieu of fractional Equity Interests in connection with any dividend, split, distribution, merger, consolidation, amalgamation or combination thereof or any Permitted Acquisition, (ii) honor any conversion request by a holder of convertible Indebtedness and pay make cash payments in lieu of fractional shares in connection with any such conversion and/or (iii) may make cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrower and its Restricted Payments to any Loan PartySubsidiaries; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (vg) the Borrower may make Restricted Payments of up to in an aggregate of (i) amount not to exceed the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of Available Amount; provided that with respect to Restricted Payments made in reliance on the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v)Growth Amount, no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vih) the Borrower may may, in good faith, pay (or make Restricted Payments to purchase allow any direct or indirect parent thereof to pay) for the Borrower’s preferred stockprepayment, common stockpurchase, restricted stock repurchase, redemption, defeasance, discharge, retirement or common stock options from other acquisition or retirement for value of Equity Interests of it or any direct or indirect parent thereof held by any future, present or former consultantsemployees, directors, officers, managers, officers members, partners, independent contractors or employees of the Borrowerconsultants (or any Affiliates, or their estates, descendantsheirs, familyspouses, spouses or former spouses, upon other immediate family members, successors, executors, administrators, heirs, legatees or distributees of any of the death, disability foregoing) of the Borrower (or termination any Parent Entity) or any of employment of such consultant, director, manager, officer or employee or its Subsidiaries pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan plan, phantom equity plan, or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement and/or any employment, termination or severance agreement or equityholder agreement) with any employee, director, manager, officer or consultant of the Borrower (includingor any direct or indirect parent thereof), the Borrower or any Restricted Subsidiary; provided that such payments shall not exceed the greater of (x) $40,000,000 and (y) 5.0% of Consolidated EBITDA of the Borrower as of the last day of the most recently ended Test Period in any calendar year (or, after a Qualifying IPO, the greater of (x) $90,000,000 and (y) 15.0% of Consolidated EBITDA of the Borrower as of the last day of the most recently ended Test Period), provided that any unused portion of the preceding basket for any calendar year may be carried forward to succeeding calendar years, so long as the avoidance aggregate amount of doubt, all Restricted Payments made pursuant to pay principal or interest on promissory notes that were issued this Section 7.06(h) in any calendar year (after giving effect to such carry forward) shall not exceed the greater of (x) $90,000,000 and (y) 15.0% of Consolidated EBITDA of the Borrower as of the last day of the most recently ended Test Period in any futurecalendar year (or, present or former employeeafter the Qualifying IPO, officerthe greater of (x) $180,000,000 and (y) 25.0% of Consolidated EBITDA of the Borrower as of the last day of the most recently ended Test Period); provided further that, director, manager or consultant cancellation of Indebtedness owing to the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries from employees, directors, officers, managers, members, partners, independent contractors or consultants of the Borrower, any Parent Entity or any of the Borrower’s Restricted Subsidiaries (or their respective Affiliates, estates, heirs, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributes distributes) in connection with a repurchase of Equity Interests of any Parent Entity will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement; provided further that such amount in any calendar year may be increased by an amount not to exceed: (i) the foregoingcash proceeds from the sale of Equity Interests (other than Disqualified Equity Interests) of the Borrower in lieu and, to the extent contributed to the capital of cash payments for the repurchaseBorrower (other than through the issuance of Disqualified Equity Interests), retirement or other acquisition or retirement for value of such Equity Interests of any parent entity of the Borrower, in each case to members of management, directors or equity-based awards held by such Persons); provided consultants of the Borrower, any of its Subsidiaries or any other Parent Entity that occurred after the aggregate amount of cash payments Closing Date, in each case to the extent not otherwise applied under this clause Agreement or constituting a Cure Amount; plus (viii) subsequent to the Effective Date (net cash proceeds of proceeds key man life insurance policies received by the Borrower subsequent and its Restricted Subsidiaries after the Closing Date (including from any Parent Entity to the date hereof extent contributed to the Borrower or a Restricted Subsidiary); less (iii) the amount of any Restricted Payments made in previous calendar years pursuant to clauses (i) and (ii) of this proviso; provided, further, that cancellation of Indebtedness owing to the Borrower or any Restricted Subsidiary from any future, present or former employee, director, officer, manager, contractor, consultant or advisor (or their respective controlled investment affiliates or Affiliates, estates, heirs, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributees) of the Borrower or Restricted Subsidiaries or any Parent Entity in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower or any Parent Entity will not be deemed to the extent financed with the aggregate amount constitute a Restricted Payment for purposes of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (this Section 7.06 or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date provision of receipt; andthis Agreement; (ixi) the Borrower may make Tax Distributions additional Restricted Payments in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall an amount not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of exceed (i) the greater of (x) $2,500,000 295,000,000 and (y) 5.040.0% of Consolidated EBITDA as of the last day of Borrower for the most recently ended Reference Test Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus minus (ii) an unlimited amount so long asInvestments made pursuant to Section 7.02(s)(iii) minus (ii) Restricted Prepayments made pursuant to Section 7.08(d)(ii); (j) the Borrower may make Restricted Payments to any Parent Entity: (i) the proceeds of which will be used to pay (A) the consolidated, solely combined, affiliated, aggregate, unitary or similar type of income or similar Tax liabilities of any such parent or (B) if the Borrower is a pass-through entity, the income or similar Tax liabilities of any such owner, in each case, to the extent attributable to the income of Holdings, the Borrower or any of their respective Subsidiaries; provided that no such payments described in clause (A) shall exceed the greater of the Tax liability that would have been imposed on Holdings, the Borrower and/or the applicable Subsidiaries had such entities filed on a (x) stand-alone basis or (y) consolidated, combined, affiliated, aggregate or unitary basis, assuming that the only members of any relevant group are Holdings, the Borrower and/or the applicable Subsidiaries; (ii) the proceeds of which shall be used to pay such equity holder’s organizational, operating costs and other costs and expenses (including, without limitation, expenses related to auditing or other accounting or tax reporting matters) incurred in the ordinary course of business, other overhead costs and expenses and fees (including (v) administrative, legal, accounting and similar expenses provided by third parties, (w) trustee, directors, managers and general partner fees, (x) [reserved], (y) fees and expenses (other than such owed to Affiliates) (including any underwriters discounts and commissions) related to any investment or acquisition transaction (whether or not successful) and (z) payments in respect of indebtedness and equity securities of any direct or indirect holder of Equity Interests in the Borrower to the extent the proceeds are used or will be used to pay expenses or other obligations described in this Section 7.06(j)) which are in each case reasonable and customary and incurred in the ordinary course of business and attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries (including any reasonable and customary indemnification claims made by directors, managers or officers of any direct or indirect parent of the Borrower attributable to the direct or indirect ownership or operations of the Borrower and its Restricted Subsidiaries) and fees and expenses otherwise due and payable by the Borrower or any Restricted Subsidiary and permitted to be paid by the Borrower or such Restricted Subsidiary under this Agreement; (iii) the proceeds of which shall be used to pay (i) any Taxes, including sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital, registration, business, customs, net worth, gross receipts, excise, occupancy, intangibles or similar Taxes and other fees and expenses (other than (x) Taxes measured by income and (y) withholding Taxes), required to be paid (provided such Taxes are in fact paid) by any Parent Entity by virtue of its: (a) being organized or having Equity Interests outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than, directly or indirectly, the Borrower or any of the Borrower’s Subsidiaries) or otherwise maintain its existence or good standing under applicable law, (b) being a holding company parent, directly or indirectly, of the Borrower or any Subsidiaries of the Borrower, (c) receiving dividends from or other distributions in respect of the Equity Interests of, directly or indirectly, the Borrower or any Subsidiaries of the Borrower, or (d) having made any payment in respect to any of the items for which the Borrower is permitted to make payments to any Parent Entity pursuant to this Section 7.06; (iv) which shall be used to pay customary salary, bonus, severance, indemnity and other benefits payable to employees, directors, officers, managers, members, partners, independent contractors or consultants of the Borrower or any Parent Entity, including the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries; (v) to finance any Investment made by such direct or indirect parent that, if made by the Borrower, would be permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be held by or contributed to the Borrower or a Restricted Subsidiary or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Borrower or a Restricted Subsidiary in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Section 6.13; provided that for the avoidance of doubt, any such contribution pursuant to clause (vii)(ii1) above shall not increase any other basket hereunder; (vi) the proceeds of which shall be used to (A) pay customary costs, fees and expenses (other than to Affiliates) related to any equity or debt offering permitted by this Agreement and (B) without duplication, to pay Public Company Costs; and/or (vii) up to $2,500,000 per calendar year; (k) the Borrower may make Restricted Payments in connection with the Transactions; (l) the Borrower may make Restricted Payments in an amount necessary to make an “AHYDO” catch-up payment of the Indebtedness and/or Disqualified Equity Interests (including, for the avoidance of doubt, the Preferred Equity) of any Parent Entity; (m) payments or distributions to dissenting stockholders pursuant to applicable law (including in connection with, or as a result of, exercise of appraisal rights and the settlement of any claims or action (whether actual, contingent or potential)), as pursuant to or in connection with any Investment permitted by Section 7.02 or any consolidation, merger or transfer of assets permitted by Section 7.04; (n) after a Qualifying IPO, Restricted Payments not to exceed the sum of (x) 6.0% per annum of the last day net proceeds of such Qualifying IPO received by (or contributed to) the Borrower and its Restricted Subsidiaries from such Qualifying IPO and (y) an aggregate amount per annum not to exceed 5.0% of the most recently ended Reference Period for Market Capitalization; (o) the distribution, by dividend or otherwise, of Equity Interests of an Unrestricted Subsidiary or Indebtedness owed to the Borrower or a Restricted Subsidiary of an Unrestricted Subsidiary (other than any Unrestricted Subsidiaries, all or substantially all the assets which Financial Statements are available after giving effect consist of cash and Cash Equivalents); (p) the declaration and payment of dividends and other Restricted Payments on Disqualified Equity Interests incurred in accordance with Section 7.03; (q) [reserved]; (r) any Restricted Payment made in connection with a Permitted Tax Restructuring; (s) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former employees, directors, officers, managers, members, partners, independent contractors or consultants and any repurchases of Equity Interests in consideration of such payment payments including deemed repurchases in connection with the Consolidated Total Net Leverage Ratio is not greater than 2.50 exercise of stock options or warrants and the vesting of restricted stock and restricted stock units; and (t) distributions or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets or Receivables Assets and purchases of Securitization Assets or Receivables Assets pursuant to 1.00 on a Pro Forma Basis; provided, thatSecuritization Repurchase Obligation, in each case under this clause (vii)in connection with a Qualified Securitization Financing or Permitted Receivables Financing. Notwithstanding anything herein to the contrary, no Event the foregoing provisions of Default shall exist and be continuing Section 7.06 will not prohibit the consummation of any irrevocable redemption, purchase, defeasance, distribution or other payment within 60 days after the date of the giving of the irrevocable notice or declaration thereof if at the time of the making date of such notice or declaration, such payment or would result therefromhave complied with the provisions of this Agreement.

Restricted Payments. (a) No Loan Party willThe Borrower shall not, nor will it and shall not permit any Subsidiary Restricted Subsidiary, to make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of Capital Stock of the Borrower or such Restricted Subsidiary, (ii) make any payments with respect to Affiliate Subordinated Debt or make any redemption or repurchase of any Affiliate Subordinated Debt or (iii) purchase, redeem or otherwise acquire for value any shares of any class of Capital Stock of the Borrower or Restricted Subsidiary or any warrants, rights or options to acquire any such shares, now or hereafter outstanding, or reduce its capital (each, a “Restricted Payment”); provided, however, that the Borrower may, and may permit its Restricted Subsidiaries to (w) declare and pay dividends and other distributions within five (5) Business Days of the Closing Date, as contemplated by the Plan of Reorganization, in an amount not to exceed $250,000,000, (x) declare and make any dividend payment or other distribution payable in Common Stock of the Borrower, (y) with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) any Restricted Subsidiary, declare and make any dividend payment or other distribution (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests payable to the Borrower or any other Person pro rata and Restricted Subsidiary, or (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) where the Borrower may make or the Restricted Payments of up to an aggregate of (i) Subsidiary which owns the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely Capital Stock in the case of this clause payor receives at least its proportionate share thereof (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any the relative rights and preferences of the various classes of Capital Stock of such Restricted Payment payor), and (z) with respect to the Consolidated Total Net Leverage Borrower, if there is no Default or Event of Default and none would result therefrom, take action specified in clause (i), (ii) and (iii) above (I) if, at the end of the fiscal quarter (including the fourth fiscal quarter) of the Borrower for which financial statements have been delivered to the Administrative Agent, most recently preceding the date on which the Borrower takes such action, the Interest Coverage Ratio is not greater than 2.50 was at least 3.0 to 1.00 1.0, calculated on a Pro Forma Basis; providedrolling four fiscal quarter basis ending on the date of such financial statements and with effect from the date of such delivery of such financial statements (or, thatif at such time less than four fiscal quarters have ended since the Closing Date, in each case the immediately preceding fiscal quarters commencing with the fiscal quarter ending March 31, 2006), and the aggregate amount of payments made under this clause (v), no Event z) of Default shall exist and be continuing at this Section 8.2 since the time of Closing Date (including the making of such contemplated Restricted Payment or would result therefrom; and under clause (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoingII) of this Section 8.2) is less than the Borrower in lieu sum of (a) 100% of cash payments for on hand on the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Closing Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to all cash payments and distributions made or to be made pursuant to the Plan of Reorganization) plus (b) 100% of Free Cash Flow since the Closing Date (less any such payment amounts of Free Cash Flow applied to prepay the Consolidated Total Net Leverage Ratio is not greater than 2.50 Term Loans as required under Section 2.11) and (II) in an amount equal to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause the amount of interest payable by MAG with respect to the MAG Senior Notes within five (vii), no Event of Default shall exist and be continuing at the time of the making 5) Business Days of such payment distribution or would result therefromdividend.

Restricted Payments. (a) No Loan Party willDeclare or make, nor will it permit any Subsidiary to make directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so (unless such obligation is contingent upon the termination long as no Default or Event of the Commitments Default shall have occurred and the payment in full of all Loansbe continuing prior to, interest and fees hereunder)or immediately after giving effect to, exceptany action described below or would result therefrom: (ia) the Borrower each Subsidiary of a Loan Party may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay make Restricted Payments to any Loan Party; (iiib) Restricted Payments the Loan Parties and each Subsidiary may declare and make dividend payments or other distributions payable solely in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(zEquity Interests of such Person (other than Disqualified Stock); (ivc) [intentionally omitted]the Loan Parties may declare and make the Refinancing Dividend; (vd) the Borrower Loan Parties and each Subsidiary may make purchase, redeem or otherwise acquire Equity Interests held by any of its present or former employees, directors or consultant pursuant to any management equity plan or stock option plan, provided that Restricted Payments of up made pursuant to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchasedd) shall not exceed $2,000,000 per fiscal year, less 2,500,000 in the amount of Indebtedness permitted under Section 6.01(p) aggregate in any Fiscal Year (with unused amounts in any fiscal year Fiscal Year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal yearFiscal Year); (viie) if the Borrower Restricted Payment Conditions are satisfied, the Loan Parties and each Subsidiary may repurchase Qualified purchase, redeem or otherwise acquire Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereofissued by it; (viiif) if the Restricted Payment Conditions are satisfied, the Parent may declare or pay dividends or distributions with respect to any capital stock or other Equity Interest of the Parent; (g) the Borrower Loan Parties may make repurchases Restricted Payments for the purpose of paying Tax Distributions; and (h) the Loan Parties and each Subsidiary may pay any dividend or redeem any Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for within ten (or for the issuance of10) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) declaration or call for redemption thereof if, at such date of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party willdeclaration or call for redemption, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 was otherwise permitted pursuant to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefromSection 7.06.

Restricted Payments. (a) No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of its Restricted Subsidiaries to, declare or make, or agree to make pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except:except that (ia) any Restricted Subsidiary that is a real estate investment trust may purchase or redeem its Equity Interests for cash in an aggregate amount not exceeding $200,000 after the date hereof; (b) the Borrower may declare and pay dividends with respect to its Equity Interests capital stock payable solely in additional shares of its Qualified Equity Interestscommon stock, and may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans established in the ordinary course of business for directors, management, employees or consultants of the Borrower and its Subsidiaries; (c) if no Default shall have occurred and be continuing or would result therefrom, the Borrower may declare, pay and make Restricted Payments in an aggregate amount after the date hereof not exceeding $50,000,000; and (d) the Borrower may declare and make Restricted Payments in cash, subject to the satisfaction of each of the following conditions on the date of each such Restricted Payment and after giving effect thereto: (i) no Default shall have occurred and be continuing; (ii) the aggregate amount of Restricted Payments made since the Effective Date (Aincluding such Restricted Payment) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests under this clause (d) shall not exceed an amount equal to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) aggregate of 50% of Net Income of the Borrower may make Restricted Payments of up to an aggregate of (i) for the greater of (x) $6,000,000 period from and (y) 10% of Consolidated EBITDA as of including January 4, 2010 through and including the last day of the fiscal quarter of Borrower most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in prior to the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making date of such Restricted Payment or would result therefrom; (vitreated for this purposes as a single accounting period) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Available Proceeds received by the Borrower from cash contributions made Equity Issuances not required to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are prepay Loans pursuant to Section 2.10 hereof and not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receiptPermitted Acquisitions; and (ixiii) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of Pro Forma Senior Secured Leverage Ratio on the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements such Restricted Payment shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than exceed 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom1.00.

Restricted Payments. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of the other Group Members to, declare or make, or agree to make pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (i) the Borrower may declare and pay dividends Restricted Payments with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests;Interests (other than Disqualified Capital Stock), (ii) (A) Subsidiaries may declare and pay dividends make Restricted Payments ratably with respect to the holders of their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party;Interests, (iii) the Borrower may make Restricted Payments pursuant to and in connection accordance with transfer pricing stock option plans, other equity compensation plans or shared services agreements other benefit plans for management, employees or other individual service providers of the Borrower and the other Group Members which plans have been approved by the Borrower’s board of directors, to the extent advances related thereto such Restricted Payments are permitted pursuant to Section 6.04(z);made in the ordinary course of business, (iv) [intentionally omitted];the Borrower may pay cash dividends on its Equity Interests if giving pro forma effect thereto (including any Borrowing incurred in connection therewith) (A) Available Free Cash Flow (less for the avoidance of doubt, the aggregate amount of any Restricted Payments made that have occurred during the period commencing with the first day of the most recently ended Test Period through and including the time of calculation) is greater than $0.00, (B) the ratio of Total Net Debt to EBITDAX for the most recent four Fiscal Quarters for which financial statements are available does not exceed 2.5 to 1.0 and (C) the Borrower’s Liquidity is equal to or greater than 20% of the then effective Borrowing Base, so long as no Default, Event or Default or Borrowing Base Deficiency has occurred and is continuing or would occur as a result; provided that if the Borrower’s ratio of Total Net Debt to EBITDAX for the most recent four Fiscal Quarters for which financial statements are available is less than 2.0 to 1.0 the Borrower’s Liquidity may be equal to or greater than 15% of the then effective Borrowing Base, (v) the Borrower may make Restricted Payments if after giving effect thereto the Borrower’s ratio of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA Total Net Debt as of such date to EBITDAX for the last day of the four fiscal quarters most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in is less than 1.50 to 1.00 and the case of this clause (v)(ii), as Borrower’s Liquidity is greater than 25% of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; providedthen effective Borrowing Base, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom;and (vi) notwithstanding the Borrower may make foregoing, the aggregate amount of Restricted Payments made pursuant to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees this Section 9.04(a) prior to receipt of the Borrowerfinancials for the Fiscal Quarter ending September 30, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for 2022 shall not exceed $100.0 million. For the avoidance of doubt, transactions with Affiliates pursuant to those agreements listed on Schedule 9.14 do not constitute Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof)Payments. (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. (a) No Loan Party willThe Company will not, nor will it permit any Subsidiary to of its Restricted Subsidiaries to, make any Restricted PaymentPayment at any time, or incur any obligation (contingent or otherwise) to do except that so (unless such obligation is contingent upon long as at the termination of time thereof and after giving effect thereto no Default shall have occurred and be continuing, the Commitments and the payment in full of all Loans, interest and fees hereunder), exceptCompany may: (a) make Restricted Payments to its Partners during any fiscal quarter in an amount equal to the Tax Payment Amount for the immediately preceding fiscal quarter, so long as (i) at least fifteen days prior to making any such Restricted Payment, the Borrower may declare Company shall have delivered to the Administrative Agent and pay dividends with respect the other Agents notification of the amount of the Restricted Payment to its Equity Interests payable solely in additional shares be made during such fiscal quarter and (ii) on or prior to April 12 of its Qualified Equity Interestseach fiscal year the Company shall have delivered to the Administrative Agent and the other Agents a statement from the Company's independent certified public accountants setting forth a detailed calculation of the aggregate Tax Payment Amount for the prior fiscal year and showing the amount of each individual Restricted Payment made during such fiscal year and all prior Restricted Payments made pursuant to this Section 8.09; (b) after the earlier of (i) December 31, 2001 or (ii) the date upon which the Debt Ratio shall have been less than 5.00 to 1 as at the last day of two or more consecutive fiscal quarters (A) Subsidiaries may declare and pay dividends ratably with respect except for periods after the Debt Ratio shall be greater than 5.00 to their Equity Interests 1, unless the Debt Ratio shall again be less than 5.00 to 1 as at the Borrower last day of two or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to more consecutive fiscal quarters), the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower Company may make Restricted Payments in an amount necessary to enable FrontierVision Holdings and FrontierVision Holdings Capital Corporation to make payments in respect of the Senior Discount Debt; (c) make Restricted Payments to its Partners in cash to enable FrontierVision Holdings to pay out-of-pocket accounting fees, legal fees and the like in an aggregate amount not exceeding $200,000 during any fiscal year; and (d) make Restricted Payments to its Partners in cash in an aggregate amount up to an but not exceeding $25,000,000 during the term of this Agreement, provided that to the extent the aggregate amount of (i) such Restricted Payments shall exceed $5,000,000, such Restricted Payment shall not be made unless the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA Debt Ratio as of at the last day of the two most recently ended Reference Period for which Financial Statements are available per recent fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited quarters shall have been less than 5.00 to 1, it being understood that the amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or that may be made pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower above clauses (including, for a) through (d) shall be exclusive of the avoidance amount of doubt, Restricted Payments that may be made pursuant 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 distributes of any of the foregoing) other of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Personsabove clauses (a) through (d); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) . Nothing herein shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests be deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancingsdividends, replacements, substitutions, extensions, restructurings, exchanges and renewals distributions or other amounts by any Restricted Subsidiary of any such Indebtedness the Company to the extent such refinancing, replacement, substitution, extension, restructuring, exchange Company or renewal is permitted by Section 6.01 and to any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests other Restricted Subsidiary of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefromCompany.

Restricted Payments. (a) No Loan Party will, nor will it permit any Subsidiary to make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination Unless each of the Commitments and following conditions has been satisfied: (1) all unpaid Deferred Interest on the payment LoTSSM has been paid in full as of all Loansthe most recent Interest Payment Date; (2) no Event of Default has occurred and is continuing; and (3) the Parent Guarantor is not in default of its obligations under the Guarantee; then, interest and fees hereundersubject to Section 5.2(b), except: (i) the Borrower may Company and the Parent Guarantor will not declare or make any distributions with respect to, or redeem, purchase, or make a liquidation payment with respect to, any of their respective equity securities and pay dividends (ii) the Company and the Parent Guarantor will not, and will cause their respective Subsidiaries not to (A) make any payment of interest, principal, or premium, if any, on or repay, repurchase, or redeem any of the Company’s debt securities (including securities similar to LoTSSM) that contractually rank equally with or junior to the LoTSSM or (B) make any guarantee payments with respect to its Equity Interests payable solely the securities described in additional shares of its Qualified Equity Interests; clause (iiii)(A) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause subsection (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereofa). (b) No Loan Party willNotwithstanding the provisions of Section 5.2(a), nor will it permit the Company, the Parent Guarantor and any Subsidiary toof their respective Subsidiaries may take any of the following actions at any time, make any optional prepayment on any Subordinated Indebtedness, except: including during an Optional Deferral Period: (i) payments permitted by make any distribution, redemption, liquidation, interest, principal, or guarantee payment in the provisions form of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); their respective equity securities; (ii) [intentionally omitted]; make any regularly scheduled distribution payments declared prior to the occurrence of the relevant event described in paragraphs (1) through (3) of Section 5.2(a) or the commencement of such Optional Deferral Period; (iii) refinancingsmake any repurchases, replacementsredemptions, substitutions, extensions, restructurings, exchanges and renewals or other acquisitions of their respective equity securities in connection with any such Indebtedness employee benefit plans or any other contractual obligation entered into prior to the extent occurrence of the relevant event described in paragraphs (1) through (3) of Section 5.2(a) or the commencement of such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; Optional Deferral Period; (iv) make payments of intercompany Indebtedness permitted under Section 6.01 (1) the LoTSSM and securities similar to the extent permitted by LoTSSM that are pari passu with the LoTSSM and (2) the Guarantee and similar guarantees associated with any subordination provisions instruments that are pari passu with the LoTSSM, in respect thereof; each case, so long as any such payments are made on a pro rata basis with the LoTSSM and the Guarantee, respectively; (v) conversionsmake payments or distributions in connection with a reclassification of their respective equity securities, exchangesprovided, redemptionshowever, repayments or prepayments that such reclassification does not result in the issuance of such Indebtedness into or for Qualified Equity Interests of securities senior to the Borrower; LoTSSM; and (vi) [intentionally omitted]; andpurchase fractional interests of their respective equity securities in connection with any split, reclassification, or similar transaction. (viic) additional payments For the avoidance of up doubt, nothing contained herein shall prevent the Company or the Parent Guarantor from issuing any other securities, whether senior to, pari passu with or subordinated to an aggregate of up the LoTSSM, including securities having covenants and provisions the same as or similar to an aggregate of (i) those applicable to the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefromLoTSSM.

Restricted Payments. (a) No Loan Party Neither Holdings nor the Parent Borrower will, nor will it they permit any Subsidiary to, declare or make, or agree to make pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (ia) any wholly-owned Subsidiary may distribute any cash, property or assets to Holdings, the Parent Borrower may declare and pay dividends with respect to or any other Subsidiary that is its Equity Interests payable solely in additional shares of its Qualified Equity Interestsdirect or indirect parent; (iib) (A) Subsidiaries any Subsidiary may declare and pay dividends ratably with respect to their its Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan PartyInterests; (iiic) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower Holdings may make Restricted Payments of up to in cash in an aggregate amount not to exceed $250,000,000 during any fiscal year; provided that, at the time of declaration (in the case of a dividend) or payment (in all other cases) and after giving effect thereto, (i) no Default has occurred and is continuing and (ii) Holdings would be in compliance with Sections 6.09 and 6.11 after giving effect to such Restricted Payment and any Indebtedness being incurred in connection therewith; and (d) Holdings may make any additional Restricted Payment in cash; provided that (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stockPayment, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed together with the aggregate amount of all other Restricted Payments made by Holdings after the Effective Date (other than those made pursuant to clause (c) above), does not exceed the sum, without duplication, of (A) 50% of Consolidated Net Proceeds received by Income for the Borrower period (taken as one accounting period) from cash contributions made the beginning of the first fiscal quarter ending after the Effective Date to the Borrower in exchange end of Holdings’ most recently ended fiscal quarter for (or for which financial statements are publicly available at the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make time of such Restricted Payment within 120 days after (or, if such Consolidated Net Income for such period is a deficit, minus 100% of such deficit); plus (B) 100% of the aggregate net cash proceeds received by Holdings, during the period from the Effective Date to the date of receipt; and such Restricted Payment, from the issuance by Holdings of additional Equity Interests (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended other than Disqualified Equity Interests or Equity Interests issued to a Subsidiary or to an employee stock ownership plan or trust), and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; at the time of declaration (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause a dividend) or payment (vii)(ii)in all other cases) and after giving effect thereto, as of the last day of the most recently ended Reference Period for which Financial Statements are available (i) no Default has occurred and is continuing and (ii) Holdings would be in compliance with Sections 6.09 and 6.11 after giving effect to such Restricted Payment and any Indebtedness being incurred in connection therewith. Notwithstanding the foregoing, this Section 6.07 shall not apply at any time that (i) if both rating agencies shall then have a Credit Rating in effect, the Credit Ratings are Baa2 and BBB, respectively, with stable outlook or better or (ii) if only one rating agency shall then have a Credit Rating in effect, such payment the Consolidated Total Net Leverage Ratio Credit Rating is not greater than 2.50 to 1.00 on a Pro Forma Basis; providedBaa2 or BBB, thatas applicable, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment with stable outlook or would result therefrombetter.

Restricted Payments. (a) No Loan Party None of the Resellers or Parent Guarantor will, nor and none will it permit any Subsidiary of its Domestic Subsidiaries to, declare or make, or agree to make pay or make, directly or indirectly, any Restricted Payment, or incur any obligation except (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (ia) the Borrower Parent Guarantor may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; common stock, (iib) (Ai) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata Interests, and (Bii) any a Subsidiary may declare make distributions to allow for the payment of any Federal, state, local, or foreign Taxes (including UK Tax) that are due and pay Restricted Payments to payable by any Loan Party; group of corporations that includes the Subsidiary and with which the Subsidiary joins in filing any consolidated, combined, unitary, or similar tax returns, determined as if the Subsidiary filed such tax returns separately as the parent of an affiliated (iiior similar) Restricted Payments in connection with transfer pricing group that included the Subsidiary and its subsidiaries, (c) so long as no Default exists at the time thereof, the Parent Guarantor may redeem, repurchase, acquire or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of retire (i) any of its outstanding Equity Interests during the greater term of this Agreement so long as the Total Leverage Ratio is less than the 2.00 to 1.00 (x) $6,000,000 and (y) 10% of Consolidated EBITDA determined on a pro forma basis after giving effect to the applicable redemption, repurchase, acquisition or retirement, recomputed as of the last day of the most recently ended Reference Period fiscal quarter of the Parent Guarantor for which Financial Statements financial statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)available) plus and (ii) an unlimited amount so long as, solely to the extent the Parent Guarantor is unable to satisfy the Total Leverage Ratio requirement set forth in the case foregoing clause (i), any of its outstanding Equity Interests during the term of this Agreement in an aggregate amount not to exceed $50,000,000 (with the understanding that this $50,000,000 basket is separate from the basket provided in the foregoing clause (v)(iii) and only available when the clause (i) basket is unavailable), as of and (d) the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 Parent Guarantor may declare and pay distributions and dividends on a Pro Forma Basisits Equity Interests; provided, that, in each case under this with respect to the foregoing clause (vd), (1) no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment before or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment distributions and dividends or be created as a result thereof and (2) each cash dividend declared by the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default Parent Guarantor shall exist and be continuing at the time made within 90 days of the making of such payment or would result therefromdeclaration thereof.

Restricted Payments. (a) No Loan Party willThe Borrower will not, nor will it permit any of the Subsidiary Guarantors to, declare or make, or agree to make pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (i) except that the Borrower may declare and pay dividends pay: (a) Restricted Payments with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower payable solely in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified additional Equity Interests of the Borrower; (vib) [intentionally omitted]; andtax distributions (determined in good faith by the Borrower and not to exceed the maximum Federal, state and local income taxes that may be payable by the holders of the Equity Interests of the Borrower (assuming that each holder is an individual residing in New York City) on account of the taxable income of the Borrower and its Subsidiaries for the relevant period); (viic) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount other Restricted Payments so long asas on the date of such other Restricted Payment and after giving effect thereto on a pro forma basis, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available i.e. both before and after giving effect to any such payment Restricted Payment), (a) no Borrowing Base Deficiency or Default then exists and is continuing and (b) the Consolidated ratio of (i) Total Assets as of the date of the most recently delivered financial statements to (ii) Total Net Leverage Ratio Debt as of the date of such Restricted Payment is not greater than 2.50 the correlative ratio indicated below: Effective Date – December 31, 2012 3.50 : 1.00 January 1, 2013 – December 31, 2013 4.00 : 1.00 January 1, 2014 – and thereafter 4.50 : 1.00 (d) to 1.00 the extent that such Restricted Payments in any fiscal year of the Borrower would not be permitted for any reason under paragraphs (b) or (c) of this Section, Restricted Payments may be made in the form of cash distributions of up to $10,000,000 in such fiscal year; (e) Restricted Payments in respect of (i) overhead, legal, accounting and other professional fees and expenses of any direct or indirect parent of the Borrower, (ii) fees and expenses related to any public offering or private placement of debt or equity securities of any direct or indirect parent of the Borrower whether or not consummated, (iii) franchise taxes and other fees, taxes and expenses in connection with the maintenance of and (any direct or indirect parent of the Borrower’s) ownership of the Borrower, and (iv) customary salary, bonus and other benefits payable to, and indemnities provided on a Pro Forma Basis; providedbehalf of, thatofficers and directors of any direct or indirect parent of the Borrower, in each case under this clause in order to permit any direct or indirect parent of the Borrower to make such payments; provided, that in the case of clauses (viii), no Event of Default shall exist (ii) and be continuing at (iii), the time of the making amount of such Restricted Payments shall not exceed the portion of any amounts referred to in such clauses (i), (ii) and (iii) that are allocable to the Borrower and its Subsidiaries; and (f) Restricted Payments in respect of subordinated Indebtedness with the proceeds of other subordinated Indebtedness permitted under Section 6.01. Nothing herein shall be deemed to prohibit the payment of Restricted Payments by any Subsidiary Guarantor to the Borrower or would result therefromto any other Subsidiary Guarantor.

Restricted Payments. (a) No Loan Credit Party will, nor will it permit any Subsidiary to shall make any Restricted Payment, except (a) intercompany loans and advances between Borrowers to the extent permitted by SECTION 6.3 above, (b) dividends and distributions by Subsidiaries of any Borrower paid to such Borrower, (c) employee loans permitted under SECTION 6.4(B) above, (d) cash dividends and other cash distributions to holders of common or incur preferred stock of Unapix, including without limitation distributions made to such holders for the redemption or other purchase of such stock, provided that the aggregate amount of such cash dividends and other cash distributions in any obligation Fiscal Year shall not exceed $500,000, (contingent e) scheduled payments of principal and interest with respect to the Subordinated Debt, (f) prepayment in full on or otherwiseprior to December 31, 1999 of all amounts owing under any Subordinated Note except that up to $2,125,000 principal amount in the aggregate may be prepaid after December 31, 1999 but prior to ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇) payment of dividends or interest on or redemption of any Stock or Indebtedness solely in exchange for other Stock (other than Disqualified Stock) of Unapix subject to do so the provisions of Section 6.5(b) hereof; (unless such obligation is contingent upon the termination h) purchase or redemption of the Commitments Stock of a Credit Party pursuant to the terms of any option disclosed in DISCLOSURE SCHEDULE 3.8, and the payment in full of all Loans, interest and fees hereunder), except: (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares redemption of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or warrants issued by Unapix for a redemption price no greater than $25,000 during any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of Fiscal Year; PROVIDED that (i) the greater no Default or Event of (x) $6,000,000 Default shall have occurred and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available be continuing or would result after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; providedloan, thatadvance, in each case under this clause (v)dividend, no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment distribution, payment, prepayment, redemption or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stockpurchase, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment pursuant to CLAUSE (E) above and to all Revolving Loans to be funded in connection therewith, Borrowers shall have Net Borrowing Availability of at least $2,000,000 for each day in the Consolidated Total thirty-day period preceding the date of payment, and shall have projected Net Leverage Ratio is not greater than 2.50 Borrowing Availability of at least $2,000,000 for each day in the thirty-day period following the date of payment, (iii) after giving effect to 1.00 on a Pro Forma Basis; providedany payment or prepayment pursuant to CLAUSE (F) above and to all Revolving Loans to be funded in connection therewith, thatBorrowers shall have Net Borrowing Availability of at least $3,000,000 for each day in the thirty-day period preceding the date of payment or prepayment, and shall have projected Net Borrowing Availability of at least $3,000,000 for each day in each case under this clause the thirty-day period following the date of payment or prepayment, (viiiv) the timing of the payments and prepayments referred to in CLAUSES (D), no Event (E) and (F) above shall be set at dates which permit the delivery of Default shall exist Borrowing Base Certificates and be continuing at any other documents reasonably requested by Lender to determine current compliance with the time of the making of such financial covenants set forth in ANNEX F prior to each payment or would result therefromprepayment, and (v) each payment referred to in CLAUSE (E) above shall be permitted under the terms of any Subordination Agreement applicable to such payment.

Restricted Payments. (a) No Loan Party willThe Borrower shall not declare, nor will it permit order, pay, make or set apart any Subsidiary to make sum for any Restricted PaymentPayment except that, or incur any obligation (contingent or otherwise) to do so (unless long as no Default shall have occurred and be continuing at such obligation is contingent upon the termination of the Commitments and the payment in full of all Loanstime, interest and fees hereunder), except: (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments dividends or other distributions to the Parent, free and clear of up to all Liens and claims of the Lender, in an aggregate amount in respect of any Interest Period not greater than the sum of (i) the greater Residual Amount in respect of (x) $6,000,000 such Interest Period and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely any Residual Amount in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes respect of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon prior Interest Period if and only to the extent of the cashless portion of the exercise of options or warrants such amount has been disbursed to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower Residual Account and has not been previously distributed to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof)Parent. (b) No Loan Party willNotwithstanding anything herein to the contrary, nor will it permit any Subsidiary tothe Borrower and Lender agree that, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by notwithstanding the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges occurrence and renewals continuance of any such Indebtedness Default or Event of Default, the Escrow Agent, acting at the direction of Parent pursuant to Section 6.04 and the Escrow Agreement, may make distributions to Parent, free and clear of all Liens and claims of Lender, but only to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of distributions constitute (i) amounts allocated for the payment of Academic Royalty Obligations not previously paid or reimbursed in an aggregate amount in respect of any Interest Period not greater than the amounts payable or paid by Parent under the Academic Royalty Obligations in respect of (x) $2,500,000 such Interest Period, and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) amounts allocated for the reimbursement to Parent of any Escrow Agent Fees not previously reimbursed in an unlimited aggregate amount so long as, solely in the case respect of this clause (vii)(ii), as of the last day of the most recently ended Reference any Interest Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, the amounts paid by Parent under the Escrow Agreement in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making respect of such payment or would result therefromInterest Period.

Restricted Payments. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, declare or make, or agree to make pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (ia) dividends payable by the Borrower solely in interests of any class of its common equity; (b) any Subsidiary of the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests or make other distributions to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan PartyGuarantor; (iiic) Restricted Payments made by any Subsidiary to the Borrower or to another Subsidiary, on at least a pro rata basis with any other shareholders if such Subsidiary is not wholly owned by the Borrower and other wholly owned Subsidiaries of the Borrower; and (d) Restricted Payments in connection with transfer pricing an amount not to exceed $15,000,000 so long as (i) before and after giving effect to any such Restricted Payment, no Default or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); Event of Default has occurred and is continuing and (iv) [intentionally omitted]; (vii) the Borrower may make shall have delivered to the Administrative Agent a pro forma Compliance Certificate signed by a Responsible Officer demonstrating that on a pro forma basis after giving effect to any such Restricted Payments Payment, the Borrower is in compliance with each of up to an aggregate the covenants set forth in Article VI, measuring Consolidated Total Net Debt for purposes of (i) Section 6.1 as of the greater date of (x) $6,000,000 any such Restricted Payment and (y) 10% of Consolidated EBITDA otherwise recomputing the covenants set forth in Article VI as of the last day of the most recently ended Reference Period Fiscal Quarter for which Financial Statements financial statements are available per fiscal year required to have been delivered pursuant to Section 5.1(b) as if such Restricted Payment had occurred; and (when taken together with Section 6.06(b)(vii)(i)e) plus other Restricted Payments so long as (i) before and after giving effect to any such Restricted Payment, no Default or Event of Default has occurred and is continuing and (ii) an unlimited amount so long asthe Borrower has delivered to the Administrative Agent a pro forma Compliance Certificate signed by a Responsible Officer demonstrating that the Consolidated Total Net Leverage Ratio is less than 1.50:1.00, solely measuring Consolidated Total Net Debt for purposes thereof as of the date of any such Restricted Payment and otherwise recomputing such calculation of the Consolidated Total Net Leverage Ratio in the case of this clause (v)(ii), accordance with Section 6.1 as of the last day of the most recently ended Reference Period Fiscal Quarter for which Financial Statements financial statements are available after giving effect required to any have been delivered pursuant to Section 5.1(b) as if such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof)had occurred. (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. (a) No Loan Party willNeither the Borrowers nor any Restricted Subsidiary shall at any time, nor will it permit any Subsidiary to directly or indirectly, declare or make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder)so, except: (ia) each Restricted Subsidiary may make Restricted Payments to the Company, any of the Company’s Subsidiaries 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 (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrowers and their Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests and to the extent required under the Organizational Documents of any non-wholly owned Restricted Subsidiary, based on the formulation required in such Organizational Documents); (b) the Borrower Company and each Restricted Subsidiary may declare and pay dividends with respect to its Equity Interests make dividend payments or other distributions payable solely in additional shares the common stock or other common Equity Interests of its Qualified Equity Interestssuch Person; (iic) the Company may pay any dividend within 60 days after the date of the declaration thereof if at the date of such declaration or notice, the payment of such dividend would have complied with the provisions of this Section 8.07; (Ad) Subsidiaries a Restricted Subsidiary may declare and pay dividends ratably with respect to their issue Equity Interests to the Borrower extent constituting an Asset Sale permitted by Section 8.01 or any Investment permitted by Section 8.06 (other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Partythan Section 8.06(o)); (iiie) a Restricted Subsidiary may issue Equity Interests in additional, newly formed Restricted Subsidiaries; (f) the Company and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed the greater of (i) $100,000,000 and (ii) 5.0% of Borrower Group EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of declaration or notice of such Restricted Payment; (g) the Company and its Restricted Subsidiaries may make Restricted Payments from and after the Closing Date in an aggregate amount not to exceed the Available Amount at the time of declaration or notice of such Restricted Payment that the Company elects to apply to this Section 8.07(g), such election to be specified in a written notice (which may be the Compliance Certificate) of a Responsible Officer calculating in reasonable detail the amount of Available Amount immediately prior to such election and the amount thereof elected to be so applied; provided no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) the Company and its Restricted Subsidiaries may make additional Restricted Payments; provided that at the time of declaration or notice of such Restricted Payments, (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Rent-Adjusted Total Net Leverage Ratio shall not exceed 5.00 to 1.00 calculated on a Pro Forma Basis as of the end of the most recently ended Test Period; (i) the Borrowers may make Restricted Payments on the Closing Date pursuant to or in connection with the Transactions; (j) the Company and its Restricted Subsidiaries may make Restricted Payments in connection with transfer pricing the payment of amounts necessary to repurchase Indebtedness or shared services agreements Equity Interests of the Borrowers or any Subsidiary to the extent advances related thereto are permitted pursuant required by any Gaming Authority having jurisdiction over the Borrowers or any Subsidiary in order to Section 6.04(z); (iv) [intentionally omitted]; (v) avoid the Borrower may make Restricted Payments License Revocation, suspension, or denial of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available a Gaming License by that Gaming Authority; provided that after giving effect to any such Restricted Payment Payments, at the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 time of declaration or notice thereof, the Company and its Restricted Subsidiaries are in compliance with Section 8.12 determined on a Pro Forma BasisBasis as of the end of the most recently ended Test Period; provided, further, that, in each the case under this clause of any such repurchase of Equity Interests of the Borrowers or any Subsidiary, if such efforts do not jeopardize any Gaming License, the Borrowers or any such Subsidiary will have previously attempted to find a suitable purchaser for such Equity Interests and no suitable purchaser acceptable to the applicable Gaming Authority was willing to purchase such Equity Interests on terms acceptable to the holder thereof within a time period acceptable to such Gaming Authority; (v)k) the making of cash payments in connection with any conversion of Convertible Debt in an aggregate amount since the Closing Date not to exceed the sum of (i) the principal amount of such Convertible Debt plus (ii) any payments received by the Company or any of its Restricted Subsidiaries pursuant to the exercise, no Event settlement or termination of Default shall exist any related Permitted Bond Hedge Transaction; (l) any payments in connection with (i) a Permitted Bond Hedge Transaction and be continuing (ii) the settlement of any related Permitted Warrant Transaction (A) by delivery of shares of Company’s common stock upon settlement thereof or (B) by (1) set-off against the related Permitted Bond Hedge Transaction or (2) payment of an early termination amount thereof in common stock upon any early termination thereof; (m) the Company and its Restricted Subsidiaries may make Restricted Payments in connection with any prepayment, purchase or redemption of minority interests in MGM National Harbor, LLC, MGM Springfield Blue Tarp, Detroit and any other Designated Restricted Entity in an aggregate amount not to exceed $50,000,000 at the time of the making of such Restricted Payment declaration or would result therefromnotice thereof; (vin) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees non-cash repurchases of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of stock options or warrants to or the extent that settlement or vesting of other equity awards if such Equity Interests represent all or a portion of the exercise price thereof;of such options or warrants; and (viiio) the Borrower Company and its Restricted Subsidiaries may make repurchases Restricted Payments in connection with any tender offer, redemption or other purchase of Equity Interests of the Borrower to the extent financed with the Company in an aggregate amount not to exceed $1,000,000,000. For purposes of Net Proceeds received by determining compliance with this Section 8.07, in the Borrower from cash contributions made to event that the Borrower in exchange for making of (including the declaration thereof) any Restricted Payment (or for any portion thereof), other than a Restricted Payment made pursuant to Section 8.07(g), meets the issuance ofcriteria of more than one of the categories of Restricted Payments described in clauses (a) Qualified Equity Interests through (n) above, the Company may, in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket its sole discretion, divide, classify or used for any other purposes hereunder and used to make reclassify such Restricted Payment within 120 days after (or any portion thereof) at the date of receipt; and time such Restricted Payment (ixor any portion thereof) the Borrower is made (or declared) under any clause under which it would then be permitted to be made (or declared) at such time, and at any future time may make Tax Distributions in accordance with Section 7.1(bdivide, classify or reclassify such Restricted Payment (or any portion thereof) of the Amended under any clause under which it would be permitted to be made (or declared) at such later time, and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event will only be required to include the amount and type of Default shall exist and be continuing at the time such Restricted Payment in one or more of the making of such payment or would result therefromabove clauses.

Restricted Payments. (a) No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of its Restricted Subsidiaries to, declare or make, or agree to make pay or make, directly or indirectly, any Restricted Payment, or incur any obligation except that (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (ia) the Borrower may declare and pay dividends and make distributions with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to of the Borrower Borrower, other than Disqualified Stock, (b) so long as no Default shall have occurred and be continuing or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) would be caused thereby, the Borrower may make Restricted Payments of up pursuant to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as in accordance with stock option plans or other benefit plans for management or employees of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to Borrower and its Restricted Subsidiaries; provided that any such Restricted Payment Payments that are required to be made by the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on issuance of additional Equity Interests of the Borrower may be made regardless of whether a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist have occurred and is continuing, (c) any Restricted Subsidiary may make Restricted Payments to the Borrower or any Guarantor, (d) so long as no Default shall have occurred and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) be caused thereby, the Borrower may make Restricted Payments in an aggregate amount not to purchase exceed $20,000,000, plus (i) 50% of cumulative Consolidated Net Income after December 31, 2001 (taken as one accounting period, but excluding any non-cash gains or losses associated with the Borrower’s preferred stockapplication of FASB Statement 121 and Accounting Standards Codification Section 815-10), common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees plus (ii) 66-2/3% of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of aggregate net cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to from the date hereof in connection with resales issuance of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified its Equity Interests deemed (other than Disqualified Stock) at any time after December 31, 2001, minus (iii) Restricted Payments made pursuant to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b7.06(d) of the Amended and Restated Operating Original Credit Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit or pursuant to any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals equivalent section of any such Indebtedness of its predecessor agreements) prior to the extent such refinancingEffective Date, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (ye) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist have occurred and be continuing at the time of the making of such payment or would result therefrombe caused thereby, the Credit Parties may make Restricted Payments with respect to the Senior Notes with the proceeds of any Permitted Refinancing permitted pursuant to Section 7.01(h).

Restricted Payments. (a) No Loan Party will, nor The Borrower will it not and will not permit any Subsidiary of its Subsidiaries to make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (i) provided, that: the Borrower may declare make a Distribution to the Holding Company to allow the Holding Company to make a payment of (A) the Management Fee under the Management Agreement in the amount of such Management Fees and pay dividends with respect (B) the Consulting Fee under the Consulting Agreement in the amount of such Consulting Fee, so long as upon such payments: (x) the aggregate amount of all of such payments made pursuant to its Equity Interests payable solely this clause (i) shall not exceed $20,000 in additional shares any calendar month, (y) both at the time of its Qualified Equity Interestsand after giving effect to each such payment no Default or Event of Default shall have occurred and be continuing or would be caused if such payment were made and (z) EBITDA for the twelve (12) consecutive month period ending on the last day of the then most recent month for which financial statements have been delivered to Agent is not less than the EDITDA Threshold; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) provided, that the Borrower may make Restricted Payments of up a Distribution to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of Holding Company to allow the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments Holding Company to pay principal or interest on promissory notes that were issued to any futureout-of-pocket expenses for accounting, present or former employeeboard of director fees and expenses, officerinvestor relations, directorlegal, manager or consultant SEC reporting and other operating costs (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of excluding such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof costs and expenses incurred in connection with resales of any stock or common stock options so purchasedthis financing transaction) shall in an amount not to exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts 500,000 in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (viiii) [intentionally omitted]provided, that any Subsidiary of the Borrower may make a Distribution to the Borrower; (iv) provided, that the Borrower may make payments on Subordinated Debt permitted under an Agent Approved Subordination Agreement including, without limitation, an Agent Approved Subordination Agreement relating to the Granite Subordinated Debt Documents; (v) provided, that the Borrower may pay to the Seller under the Purchase Agreements net cash proceeds actually received which it is required to pay to such Sellers from the litigation described in Section 8.12 of the Purchase Agreement in effect on the date hereof; and (viivi) additional payments of up provided, that the Borrower may make a Distribution to an aggregate of up the Holding Company to an aggregate of (i) allow the greater of Holding Company to pay costs and expenses, including, without limitation, legal fees incurred in connection with this financing transaction and the transactions contemplated under the Initial Credit Agreement so long as: (x) the aggregate amount of such payment made pursuant to this clause (vi) shall not exceed $2,500,000 150,000 in any fiscal quarter and the aggregate amount of all of such payments, so long as Agreement is in effect, shall not exceed $2,500,000, (y) 5.0% of Consolidated EBITDA as of for the twelve (12) consecutive month period ending on the last day of the then most recently ended Reference Period recent month for which Financial Statements are available per fiscal year financial statements have been delivered to the Agent is not less than the EBITDA Threshold and (when taken together with Section 6.06(a)(v)(i)z) plus (ii) an unlimited amount so long as, solely in both at the case time of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available and after giving effect to any each such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii)payment, no Default or Event of Default shall exist have occurred and be continuing at the time of the making or would be caused if such payment were made (such permitted payments of such payment or would result therefromcosts and expenses referred to as “Permitted Holdco Distributions”).

Restricted Payments. (a) No Loan Party willParent and the Borrower will not, nor and will it not permit any Subsidiary of their respective Subsidiaries to, declare or make, or agree to make pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (ia) the Borrower may declare and pay dividends with respect to its Equity Interests payable by Parent solely in additional shares interests of any class of its Qualified Equity Interestscommon equity; (iib) (A) Subsidiaries may declare and pay dividends ratably Restricted Payments made by any Subsidiary to Parent or to another Subsidiary, on at least a pro rata basis with respect to their Equity Interests to the Borrower or any other Person pro rata shareholders if such Subsidiary is not wholly owned by Parent and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Partyother wholly owned Subsidiaries of Parent; (iiic) Restricted Payments made pursuant to and in connection accordance with transfer pricing stock option plans or shared services agreements other benefit plans for management or employees of Parent and the Subsidiaries; (d) Permitted Tax Distributions; (e) Restricted Payments from the Borrower to Parent solely for the purpose of the payment by Parent of principal and interest on Indebtedness of Parent (to the extent advances related thereto such Indebtedness and such payments are permitted pursuant to Section 6.04(z)hereunder) so long as (i) no Default or Event of Default has occurred and is continuing and (ii) the aggregate amount of such Restricted Payments does not exceed $500,000 per Fiscal Year; (ivf) [intentionally omitted]; (v) the Borrower may make other Restricted Payments made by Parent or any Subsidiary of up to an aggregate of Parent so long as (i) the greater aggregate amount of Restricted Payments made pursuant to this clause (f) since January 1, 2017, does not exceed the sum of (xA) $6,000,000 and 75,000,000, plus (yB) 1050% of cumulative Excess Cash Flow for the period commencing on January 1, 2017, and ending on the first day of the most recent Fiscal Year beginning before such Restricted Payment is made, plus (C) the Specified Cash Contribution Amount, plus (D) additional amounts so long as the Consolidated EBITDA Total Net Leverage Ratio is less than or equal to 2.50 to 1.00, calculated on a Pro Forma Basis as of the last day of the most recently ended Reference Period Fiscal Quarter for which Financial Statements financial statements are available per fiscal year required to have been delivered pursuant to Section 5.1(a) or (when taken together with Section 6.06(b)(vii)(ib)) plus , (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Default or Event of Default shall exist have occurred and be continuing at the time of the making of such Restricted Payment or would result therefromis made, and (iii) after giving effect to such Restricted Payment, the Loan Parties shall have Liquidity of at least $20,000,000; (vig) the Borrower Parent may make Restricted Payments to purchase any payments and/or deliveries required by the Borrower’s preferred stockterms of, common stockand otherwise perform its obligations under, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower Specified Convertible Indebtedness (including, for the avoidance without limitation, making payments of doubtinterest and principal thereon, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash making payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash due upon required repurchase thereof and/or making payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal yearand deliveries due upon conversion thereof); (viih) the Borrower Parent may repurchase Qualified Equity Interests deemed to occur upon pay the premium in respect of, and to otherwise perform its obligations under, the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receiptPermitted Bond Hedge Transaction; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of Parent may make any payments and/or deliveries required by the terms of, and otherwise perform its obligations under, the Permitted Warrant Transaction (x) $2,500,000 including, without limitation, making payments and/or deliveries due upon exercise and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(isettlement or termination thereof)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. (a) No Loan Party willDeclare or make, nor will it permit any Subsidiary to make directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (Ba) any Subsidiary may declare and pay make Restricted Payments to any Loan PartyBorrower; (iiib) to the extent constituting Restricted Payments, the Loan Parties may enter into and consummate transactions expressly permitted by any provision of Section 7.02 or Section 7.08; (c) Restricted Payments in connection made by Borrower to Parent with transfer pricing or shared services agreements to the extent advances related proceeds of Retained ECF; provided that at the time of such Restricted Payment and after giving effect thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater no Event of (x) $6,000,000 Default shall have occurred and is continuing and (yii) 10% of Consolidated EBITDA Borrower is in pro forma compliance with the financial covenants set forth in Section 7.13; provided, further, that any such payments made pursuant to this Section 7.06(c) shall not in the aggregate exceed $125,000 in any calendar month (or, if the Leverage Ratio as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year calendar month of Borrower is less than 1.00 to 1.00, $250,000 in a calendar month); (when taken together d) distributions with Section 6.06(b)(vii)(i)respect to Parent’s Equity Interests or any management incentive plan, in each case, payable solely in shares of its Qualified Equity Interests (or the equivalent thereof) plus (ii) an unlimited amount and not payable in cash or Cash Equivalents; provided, so long asas no Event of Default has occurred and is continuing or would result therefrom, distributions in cash solely to pay any cash tax liability associated with such non-cash distribution received in connection with any management incentive plan shall be permitted in aggregate amounts not to exceed such cash tax liability; (e) the Parent’s purchase, redemption, retirement, or other acquisition of shares of its Equity Interests with the proceeds received from a substantially concurrent issue of new shares of its Qualified Equity Interests; (f) Fit Pay may make Restricted Payments to Parent; and (g) prior to the Disposition of Fit Pay, cash payments made by Parent to the holders of Parent’s Series C Non-Convertible Voting Preferred Stock to pay dividends in such amounts and at such times as is specified in the case Series C Designation; provided that (1) at the time of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available such Restricted Payment and after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause thereto (v), i) no Event of Default shall exist have occurred and be is continuing at and (ii) Borrower is in pro forma compliance with the time of the making of financial covenants set forth in Section 7.13 and (2) such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed is made solely with the aggregate amount Net Cash Proceeds of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified an Excluded Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof)Issuance. (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. Not, and not permit any other Loan Party to, (a) No Loan Party will, nor will it permit any Subsidiary to make any Restricted Paymentdistribution to any holders of its Capital Securities, (b) purchase or redeem any of its Capital Securities, (c) pay any management fees or similar fees to any of its equityholders or any Affiliate thereof, or incur (d) set aside funds for any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and foregoing. Notwithstanding the payment in full of all Loansforegoing, interest and fees hereunder), except: (i) the Borrower any Subsidiary may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests or make other distributions to the Borrower or any other Person pro rata to a domestic Wholly-Owned Subsidiary; (ii) after the third anniversary of the Completion Date, and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) no more than once per Fiscal Year, the Borrower may make Restricted Payments a distribution to the holders of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basisits Capital Securities; provided, thathowever, in each case under this clause that (v), a) no Event of Default or Unmatured Event of Default shall exist and be continuing at the time of such distribution and (b) the Fixed Charge Coverage Ratio for each of the two most recently ended Fiscal Quarters for which financial statements were required to be delivered to Administrative Agent pursuant to Section 10.1.2 (but prepared on a pro forma basis to give effect to the making of any such Restricted Payment distribution) shall equal or would result therefrom; exceed 1.25 to 1.00 (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or distributions permitted pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (viii) subsequent being referred to the Effective Date as “Equity Distributions”); and (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ixiii) the Borrower may make Tax Distributions (which may only be paid annually based on the Borrower’s audited financial statements or, so long as no Event of Default is then outstanding, in accordance with Section 7.1(b) multiple installments, based on the Borrower’s good faith and reasonable estimate of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted income to be generated by the provisions Borrower’s and its Subsidiaries’ business in such year), as reduced by the amount of Net Tax Benefit realized by such members for any previous tax period, commencing from the governing subordination or intercreditor agreement (which agreements shall not prohibit tax period including the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancingsClosing Date, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness but only to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 Net Tax Benefit has not already been utilized to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, thatreduce, in each case under any tax period during which this clause (vii)Agreement is in effect, no Event the amount of Default shall exist and be continuing at the time of the making of such payment or would result therefromany Tax Distribution otherwise permitted hereunder.

Restricted Payments. Make any Restricted Payment; provided, however, that (a) No Loan Party will, nor will it permit any Subsidiary to make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination Subsidiaries of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests make dividends, payments or other distributions to the Borrower or to any other Person pro rata Wholly-Owned Subsidiary of the Borrower; and (Bb) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements subject to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) other terms and conditions hereof and so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make Restricted Payments of up to an aggregate of (i) purchase, redeem or otherwise acquire any outstanding shares of its capital stock or other equity securities in an aggregate amount not to exceed during any fiscal year $5,000,000, so long as the greater of (x) $6,000,000 and (y) 10% ratio of Consolidated Debt to EBITDA of the Borrower and its Consolidated Subsidiaries after giving effect to such Restricted Payment (including any Consolidated Debt incurred in connection therewith) is less than or equal to 1.5 to 1.0 as of the end of the most recently ended four fiscal quarter period, assuming for purposes of such calculation that such Restricted Payment (including any Consolidated Debt incurred in connection therewith) was made (and, in the case of Consolidated Debt, incurred) as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basisfour quarter period; provided, thathowever, in each case that the Borrower shall not make any Restricted Payment otherwise permitted under this clause (vi) if Net Income was less than or equal to $0 for each of the immediately preceding two fiscal quarters (a "Stock Repurchase Suspension"), no Event of Default shall exist and be continuing at such Stock Repurchase Suspension to terminate on the time first date thereafter on which both of the making of such Restricted Payment or would result therefrom; following have occurred: (vix) Net Income for the immediately preceding four fiscal quarters was greater than $0, and (y) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees Agent shall have received a certificate of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, chief financial officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed such effect, together with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that reasonably detailed computations demonstrating such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder certification and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; make other Restricted Payments (iii) refinancingsexcluding purchases, replacements, substitutions, extensions, restructurings, exchanges and renewals redemptions or other acquisitions of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange outstanding shares of capital stock or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(iother equity securities)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. (a) No Loan Party willThe Borrowers shall not, nor will it and shall not permit any Subsidiary to of the Restricted Subsidiaries to, directly or indirectly declare or make any Restricted Payment; provided, however, that so long as no Default or incur Event of Default hereunder then exists or would be caused thereby, the Borrowers may make, (a) subject to Section 2.7(b)(iv) hereof, cash distributions in an aggregate amount for all Borrowers not to exceed fifty percent (50%) of Excess Cash Flow for the immediately preceding calendar year (less (1) any obligation portion of such Excess Cash Flow used in accordance with Section 7.16 hereof to prepay the 2003 Senior Subordinated Discount Notes and the November 2003 Senior Subordinated Notes and (contingent 2) the amount by which the aggregate amount of all Excess Cash Flow Prepayments made during such preceding calendar year exceed fifty percent (50%) of such Excess Cash Flow), on or otherwiseafter April 15th of each calendar year commencing on April 15, 2005; (b) distributions to do so the Parent to make scheduled principal and interest payments on the Convertible Notes and the Senior Notes due 2009 and any refinancings thereof that would not cause a Default under Section 8.1(p) hereof, (unless such obligation is contingent upon c) on or prior to June 30, 2004, distributions to the termination Parent to pay, repurchase, redeem or otherwise retire all or any portion of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: Parent’s 2.25% Convertible Notes due 2009; provided that (i) the Borrower may declare amount of any such distributions shall be no greater than the face amount of the Parent’s 2.25% Convertible Notes due 2009 plus accrued interest thereon and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries such distributions may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements only be made to the extent advances related thereto that funds are permitted pursuant available therefor in the Proceeds Account; (d) on or prior to Section 6.04(z); (iv) [intentionally omitted]; (v) June 30, 2004, distributions to the Borrower may make Restricted Payments of up Parent to an aggregate of (i) enable the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as Parent to pay, repurchase, redeem or otherwise retire all or any portion of the last day of Convertible Notes (other than the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)Parent’s 2.25% Convertible Notes due 2009) plus (ii) an unlimited amount so long as, solely in and the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons)Senior Notes due 2009; provided that any payment, repurchase, redemption or other retirement of the aggregate Convertible Notes (other than the Parent’s 2.25% Convertible Notes due 2009) and the Senior Notes due 2009 shall be at a price no greater than 103% of the face amount of cash payments under thereof plus accrued interest thereon; provided further that any distributions made pursuant to this clause Section 7.7(d) (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchasedx) shall not exceed $2,000,000 per fiscal year217,000,000.00 minus any Restricted Payments made pursuant to Section 7.7(c) hereof and this Section 7.7(d), less the amount of Indebtedness permitted under Section 6.01(pand (y) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants only be made to the extent that such Equity Interests represent all or a portion of funds are available therefor in the exercise price thereof; Proceeds Account; and (viiie) the Borrower may make repurchases of Equity Interests of the Borrower distributions to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used Parent to make such Restricted Payment within 120 days after scheduled principal and interest payments on the date of receipt; and Indebtedness permitted under Sections 8.1(p)(viii) and (ix) hereof; and (f) distributions to the Borrower may Parent to make Tax Distributions payments in accordance with an aggregate amount not to exceed $10,000,000.00 (which amounts shall be deemed to be Investments for the purposes of Section 7.1(b7.6(f) hereof) in satisfaction of the Amended and Restated Operating Agreement Guaranties of the Borrower (as amended as Parent of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions obligations of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness Verestar Entities set forth on Schedule 1 attached to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefromFirst Amendment.”

Restricted Payments. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of the Restricted Subsidiaries to, declare or make, or agree to make pay or make, directly or indirectly, any Restricted Payment, return any capital to its holders of Equity Interests or incur make any obligation (contingent or otherwise) distribution of its Property to do so (unless such obligation is contingent upon its Equity Interest holders without the termination prior approval of the Commitments and the payment in full of all LoansMajority Lenders, interest and fees hereunder), except: except that (i) each of the Borrower and the Initial Guarantor may pay dividends and distributions to its Equity Holders, if and to the extent that (A) such dividend or distribution is paid within 60 days after the date of declaration thereof, (B) as of the date of such declaration, no Default, Event of Default or Borrowing Base Deficiency existed, and (C) as of the date of such declaration, if such dividend or distribution had been made as of such date of declaration, after giving effect thereto, no Default, Event of Default or Borrowing Base Deficiency would have existed, (ii) the Borrower and the Restricted Subsidiaries may declare and pay dividends or distributions with respect to its Equity Interests payable solely in additional shares Equity Interests (other than Disqualified Capital Stock), (iii) any Restricted Subsidiary of its Qualified Equity Interests; (ii) (A) Subsidiaries the Borrower may declare and pay dividends ratably with respect to their Equity Interests or distributions to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay a Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); Subsidiary, (iv) [intentionally omitted]; the Borrower and the Restricted Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management, employees, directors and consultants of the Borrower and its Subsidiaries, and (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 declare and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment pay dividends or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases distributions consisting of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof)Unrestricted Subsidiaries. (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.”

Restricted Payments. (a) No Loan Party willDeclare or make, nor will it permit any Subsidiary to make directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon so; provided that, each Subsidiary may make Restricted Payments to the termination Borrower and any Guarantors, ratably according to their respective holdings of the Commitments type of Equity Interest in respect of which such Restricted Payment is being made; and provided, further, that so long as (i) immediately prior to each such Restricted Payment and after giving effect thereto, no Default shall have occurred and be continuing, (ii) immediately before giving effect to such Restricted Payment and after giving effect to any other Restricted Payments made since the payment in full end of the most recently ended period of four consecutive fiscal quarters of the Borrower for which financial statements are available (and all Loans, interest and fees hereunderIndebtedness incurred to finance any such Restricted Payments), exceptthe Borrower and its Subsidiaries shall have a pro forma Consolidated Fixed Charge Coverage Ratio of at least the minimum Consolidated Fixed Charge Coverage Ratio required by Section 7.11(a) at such time plus 0.50, as determined on the basis of the financial information for such period of four consecutive fiscal quarters of the Borrower as though such Restricted Payments had been made as of the last day of such period, (iii) immediately after giving effect to such Restricted Payment and after giving effect to any other Restricted Payments made since the end of the most recently ended period of four consecutive fiscal quarters of the Borrower for which financial statements are available (and all Indebtedness incurred to finance any such Restricted Payments), the Borrower and its Subsidiaries shall have a pro forma Consolidated Fixed Charge Coverage Ratio of at least the minimum Consolidated Fixed Charge Coverage Ratio required by Section 7.11(a) at such time, as determined on the basis of the financial information for such period of four consecutive fiscal quarters of the Borrower as though such Restricted Payments had been made as of the last day of such period, and (iv) after giving effect to such proposed Restricted Payments, the Borrower shall have minimum availability under the Aggregate Commitments in an amount of at least 25% of the Aggregate Commitments available to the Borrower immediately prior to such proposed Restricted Payments, then: (ia) each Subsidiary may make Restricted Payments to 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; (b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any each Subsidiary may declare and pay Restricted Payments to any Loan Partymake dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (iiic) Restricted Payments in connection the Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with transfer pricing the proceeds received from the substantially concurrent issue of new shares of its common stock or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z);other common Equity Interests; and (iv) [intentionally omitted]; (vd) the Borrower may make Restricted Payments constituting the repurchase of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long asEquity Interests, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests extent deemed to occur upon and to the extent of the cashless portion of the exercise of warrants, stock options or warrants to similar instruments if the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. (a) No Loan Party willDeclare or make, nor will it permit any Subsidiary to make directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation shall be rescinded if the applicable Restricted Payment is contingent upon not then permitted under this Section 7.06), or issue or sell any Equity Interests, except that the termination Company may make distributions to Borrower Parent so long as (a) no Default shall have occurred and be continuing or would result therefrom, (b) no Borrowing Base Deficiency has occurred and is continuing or would result therefrom on a pro forma basis, (c) no Currency Asset Amount Shortfall or breach of the Commitments Interest Coverage Test has occurred and is continuing or would result therefrom on a pro forma basis, (d) (x) in the payment case of Restricted Payments from the Interest Proceeds Account, the Interest Proceeds Test is satisfied and will be satisfied after giving effect to such distribution on a pro forma basis and (y) in full the case of all LoansRestricted Payments from the Principal Proceeds Account, interest the Principal Proceeds Test is satisfied and fees hereunder)will be satisfied after giving effect to such distribution on a pro forma basis (provided that, except: following the end of the Availability Period, no Restricted Payment may be made using Principal Proceeds) and (e) Manager, on behalf of the Borrower, delivers a Restricted Payments Certificate immediately prior to such distribution; provided that, notwithstanding the foregoing, (A) the Company may make distributions to Borrower Parent in order to pay Administrative Expenses at any time prior to (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely date on which the Administrative Agent has exercised remedies as provided for in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata Section 8.02 and (B) any Subsidiary may declare even during the occurrence and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments continuance of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount a Default, so long as, solely in the case of this clause as (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), 1) no Event of Specified Default or Borrowing Base Deficiency shall exist have occurred and be continuing at the time of the making of such Restricted Payment or would result therefrom; , (vi2) the Borrower requirements set forth in clause (d) above are satisfied and (3) the Company has provided the Administrative Agent with evidence reasonably satisfactory to it of such obligation, the basis therefor under the definition of Tax Distribution and the amount thereof at least five Business Days prior to the date of the Restricted Payment, the Company may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for Parent that are Tax Distributions. For the avoidance of doubt, no Restricted Payments may be made except from the Interest Proceeds Account or, prior 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 distributes of any the end of the foregoing) of Availability Period, the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Principal Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof)Account. (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. (a) No Loan Party willDeclare or make, nor will it permit any Subsidiary to make directly or indirectly, any Restricted Payment, or incur any obligation except : (contingent or otherwisea) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except:[reserved]; (i) the Borrower may declare and pay dividends with respect (or may make Restricted Payments to permit any direct or indirect parent thereof to) redeem in whole or in part any of its Equity Interests in exchange for another class of its (or such parent’s) Equity Interests or rights to acquire its Equity Interests or with proceeds from substantially concurrent capital contributions or issuances of new Equity Interests, provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of Equity Interests are at least as advantageous to the Lenders as those contained in the Equity Interests redeemed thereby, (ii) the Borrower may declare and make dividend payments or other distributions payable solely in additional shares of its Qualified the Equity Interests (other than Disqualified Equity Interests) of the Borrower and (iii) the Borrower may issue, transfer or sell directors’ qualifying shares and shares issued to foreign nationals as required under applicable Law; (c) the Borrower may make additional Restricted Payments so long as (i) immediately after giving effect to such Restricted Payment, the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 4.40:1.00 and (ii) no Event of Default exists or results therefrom; (Ad) to the extent constituting Restricted Payments permitted by other clauses of this Section 7.06, the Borrower and its Restricted Subsidiaries may declare and pay dividends ratably with respect to their enter into transactions expressly permitted by Section 7.04, Section 7.05 (other than Section 7.05(e)), Section 6.19 (other than Section 6.19(j)) or Section 7.08; (e) repurchases of Equity Interests in the ordinary course of business of the Borrower (or any Parent Entity) deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (f) the Borrower or any other Person pro rata and (B) any Restricted Subsidiary may declare (i) pay cash in lieu of fractional Equity Interests in connection with any dividend, split, distribution, merger, consolidation, amalgamation or combination thereof or any Permitted Acquisition, (ii) honor any conversion request by a holder of convertible Indebtedness and pay make cash payments in lieu of fractional shares in connection with any such conversion and/or (iii) may make cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrower and its Restricted Payments to any Loan PartySubsidiaries; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (vg) the Borrower may make Restricted Payments of up to in an aggregate of (i) amount not to exceed the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of Available Amount; provided that with respect to Restricted Payments made in reliance on the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v)Growth Amount, no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vih) the Borrower may may, in good faith, pay (or make Restricted Payments to purchase allow any direct or indirect parent thereof to pay) for the Borrower’s preferred stockprepayment, common stockpurchase, restricted stock repurchase, redemption, defeasance, discharge, retirement or common stock options from other acquisition or retirement for value of Equity Interests of it or any direct or indirect parent thereof held by any future, present or former consultantsemployees, directors, officers, managers, officers members, partners, independent contractors or employees of the Borrowerconsultants (or any Affiliates, or their estates, descendantsheirs, familyspouses, spouses or former spouses, upon other immediate family members, successors, executors, administrators, heirs, legatees or distributees of any of the death, disability foregoing) of the Borrower (or termination any Parent Entity) or any of employment of such consultant, director, manager, officer or employee or its Subsidiaries pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan plan, phantom equity plan, or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement and/or any employment, termination or severance agreement or equityholder agreement) with any employee, director, manager, officer or consultant of the Borrower (includingor any direct or indirect parent thereof), the Borrower or any Restricted Subsidiary; provided that such payments shall not exceed the greater of (x) $40,000,000 and (y) 5.0% of Consolidated EBITDA of the Borrower as of the last day of the most recently ended Test Period in any calendar year (or, after a Qualifying IPO, the greater of (x) $90,000,000 and (y) 15.0% of Consolidated EBITDA of the Borrower as of the last day of the most recently ended Test Period), provided that any unused portion of the preceding basket for any calendar year may be carried forward to succeeding calendar years, so long as the avoidance aggregate amount of doubt, all Restricted Payments made pursuant to pay principal or interest on promissory notes that were issued this Section 7.06(h) in any calendar year (after giving effect to such carry forward) shall not exceed the greater of (x) $90,000,000 and (y) 15.0% of Consolidated EBITDA of the Borrower as of the last day of the most recently ended Test Period in any futurecalendar year (or, present or former employeeafter the Qualifying IPO, officerthe greater of (x) $180,000,000 and (y) 25.0% of Consolidated EBITDA of the Borrower as of the last day of the most recently ended Test Period); provided further that, director, manager or consultant cancellation of Indebtedness owing to the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries from employees, directors, officers, managers, members, partners, independent contractors or consultants of the Borrower, any Parent Entity or any of the Borrower’s Restricted Subsidiaries (or their respective Affiliates, estates, heirs, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributes of any of the foregoingdistributes) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower any Parent Entity will not be deemed to the extent financed with the aggregate amount constitute a Restricted Payment for purposes of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (this covenant or for the issuance of) Qualified Equity Interests in the Borrowerany other provision of this Agreement; provided further that such Net Proceeds are amount in any calendar year may be increased by an amount not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, exceptexceed: (i) payments permitted by the provisions cash proceeds from the sale of Equity Interests (other than Disqualified Equity Interests) of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancingsBorrower and, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 contributed to the extent permitted by any subordination provisions in respect thereof; capital of the Borrower (v) conversionsother than through the issuance of Disqualified Equity Interests), exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of any parent entity of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case to members of management, directors or consultants of the Borrower, any of its Subsidiaries or any other Parent Entity that occurred after the Closing Date, in each case to the extent not otherwise applied under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment Agreement or would result therefrom.constituting a Cure Amount; plus

Restricted Payments. Make or commit itself to make or declare any Restricted Payment at any time, provided that: (a) No Loan Party willeach Subsidiary may make Capital Distributions to the Borrower, nor will it permit any Subsidiary to make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination Subsidiaries of the Commitments 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 payment type of Equity Interest in full respect of all Loans, interest and fees hereunder), except:which such Capital Distribution is being made; (ib) so long as no Default has occurred and is continuing or would result therefrom, the Borrower and its Subsidiaries may make payment of current interest, expenses and indemnities in respect of Subordinated Indebtedness (other than any such payments prohibited by the intercreditor agreement or subordination provisions applicable thereto); (c) the Borrower and each Subsidiary may declare and pay dividends make Restricted Payments with respect to its Equity Interests payable solely in additional shares the proceeds received from the substantially concurrent issue of its Qualified new common Equity Interests; (d) the Borrower and its Subsidiaries may make Restricted Payments not otherwise permitted by this Section, so long as (i) no Default has occurred and is continuing or would result therefrom, (ii) after giving effect thereto the aggregate amount of all Restricted Payments made pursuant to this clause (Ad) Subsidiaries may declare and pay dividends ratably with respect Investments made pursuant to their Equity Interests Section 7.03(a)(xiv), shall not exceed sum of (1) $30,000,000 plus (2) the Cumulative Retained Excess Cash Flow Amount, (iii) the Administrative Agent shall have received the certificate required by Section 6.02(n) and (iv) after giving pro forma effect to such Restricted Payment (and to any Indebtedness incurred in connection therewith), the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Partyits Subsidiaries shall be in compliance with the Pro Forma Leverage Test; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (ve) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together Capital Distributions, consistent with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long asits past practice, solely in the case form of this clause (v)(ii), as dividends to shareholders of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that (i) the aggregate amount of all such Net Proceeds are Capital Distributions shall not otherwise utilized to increase exceed $3,000,000 per fiscal quarter of the Borrower; and (ii) no Default shall have occurred and be continuing or would result from any basket or used for any other purposes hereunder such Capital Distribution; (f) the Borrower and used to its Subsidiaries may make Restricted Payments constituting a prepayment of Indebtedness in connection with the Refinancing of such Restricted Payment within 120 days after the date of receiptIndebtedness; and (ixg) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio no Default has occurred and is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom, each of Autocam do Brasil Usinagem, LTDA, Bouverat Industries S.A.S., and Autocam France, SARL may at any time repay its respective Indebtedness set forth on Schedule 7.02.

Restricted Payments. The Borrowers will not make any Restricted Payment ------------------- at any time, provided that, so long as at the time thereof, and after giving -------- effect thereto, no Default or Event of Default shall have occurred and be continuing, the Borrowers may make the following Restricted Payments (subject, in each case, to the applicable conditions set forth below): (a) No Loan Party will, nor will it permit any Subsidiary to make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower LLC Borrowers may make Restricted Payments in cash to their members on or after April 12 of up each fiscal year (the "current year") in an amount ------------ equal to an aggregate of the Tax Payment Amount for the immediately preceding fiscal year (the "prior year"), so long as at least fifteen days prior to making any ---------- such Restricted Payment, the Borrowers shall have delivered to each Lender (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as notification of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making proposed payment date of such Restricted Payment or would result therefromand (ii) a statement from the Borrowers' independent certified public accountants setting forth a detailed calculation of the Tax Payment Amount for the prior year and showing the amount of such Restricted Payment and all prior Restricted Payments; (vib) the Borrower Borrowers may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees payments in cash in respect of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent Management Fees to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness extent permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year)8.11 hereof; (viic) the Borrower Borrowers may repurchase Qualified Equity Interests deemed to occur upon and to the extent make payments in cash in respect of the cashless portion of the exercise of options interest on Affiliate Subordinated Indebtedness constituting Supplemental Capital or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receiptCure Monies; and (ixd) the Borrower Borrowers may make Tax Distributions payments in accordance with Section 7.1(b) cash in respect of the Amended principal of Affiliate Subordinated Indebtedness and Restated Operating Agreement distributions in respect of the Borrower (as amended as equity capital of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.Credit Agreement ----------------

Restricted Payments. (a) No Loan Party will, nor will it permit any Subsidiary to The Borrower shall not make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination Payments other than distributions of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (i) amounts paid to it in accordance with Section 2.7 on a Quarterly Payment Date as set forth in the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; related Quarterly Payment Date Report, (ii) the proceeds of Loan Advances, (iii) amounts on deposit in the Pre-Funded Loan Account to the extent permitted under clause (y) of the final sentence of Section 2.9(f) or, (iv) amounts necessary to make a Permitted RIC Distribution on any date other than a Quarterly Payment Date (each, an “Intra-Quarter Permitted RIC Distribution”) if (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests the Collateral Manager provides 5 Business Days’ notice to the Administrative Agent together with a certificate certifying that as of such date of certification, the Borrower or any other Person pro rata expects to, after giving effect to such Intra-Quarter Permitted RIC Distribution and all Collections the Borrower expects to receive by the immediately following Quarterly Payment Date, have sufficient funds to make all payments on such immediately following Quarterly Payment Date to Persons entitled to receive all payments in priority to Permitted RIC Distributions under Section 2.7 (together with a schedule specifying the amount of (x) the Collections that will remain in the Collection Account immediately after such Intra-Quarter Permitted RIC Distribution, (y) the Collections the Borrower expects to receive by the immediately following Quarterly Payment Date and (z) the amounts that would be required to satisfy all payments in priority to Permitted RIC Distributions under Section 2.7 on such immediately following Quarterly Payment Date (assuming for purposes of this clause that the Advances Outstanding (and the rate of Interest incurred) and the Unused Facility Amount (and the rate of Non-Usage Fee incurred) shall remain constant from the date of such certification) and (B) any Subsidiary no Permitted RIC Distribution under this clause (iv) had been made in the applicable calendar year or (v) amounts on deposit in the Pre-Funded Equity Account to the extent such amounts are permitted to be disbursed pursuant to Section 2.9(g); provided that distributions may declare and pay Restricted Payments to any Loan Party; be made under the foregoing clauses (ii), (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); and (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up only if immediately before and after giving effect to an aggregate of (i) the greater of such distribution, (x) $6,000,000 the Advances Outstanding shall not exceed Availability and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Default or Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof)exist. (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to make of its Restricted Subsidiaries to, declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder)so, except: (ia) each Restricted Subsidiary may make Restricted Payments to the Borrower and to other Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, such Restricted Payment may be made to each other owner of capital stock or other equity interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and pay dividends with respect to its Equity Interests make dividend payments or other distributions payable solely in additional the common stock or other Qualified Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other Qualified Equity Interests or warrants or options to acquire any such shares with the proceeds received from the substantially concurrent issue of new shares of its common stock or other Qualified Equity Interests; (d) the payment in cash of regular quarterly dividends in respect of common stock in an amount per quarter not to exceed $0.30 per share of common stock outstanding at the time of such declaration; provided that, at the time of such declaration, no Event of Default under Section 7.01(a) or (e) exists before and immediately after giving pro forma effect to such dividend; (e) so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Payments in an aggregate principal amount not to exceed $100,000,000 less any Investments made pursuant to Section 6.08(x) to make Restricted Payments; (f) so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Payments in an amount such that, after giving pro forma effect thereto, the Total Net Leverage Ratio does not exceed 3.50:1.00; (g) Restricted Payments in an amount not to exceed the Available Amount; provided that (i) at the time of any such Restricted Payment, no Event of Default shall have occurred and be continuing or would result therefrom and (ii) immediately after giving pro forma effect to such Restricted Payment, the Total Net Leverage Ratio does not exceed 4.40:1.00; (Ah) Subsidiaries may declare and pay dividends ratably with respect Restricted Payments made on the Closing Date to their consummate the Transactions; (i) repurchases of Equity Interests to in the ordinary course of business in the Borrower or any other Person pro rata and Restricted Subsidiary (Bi) deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or (ii) for purposes of satisfying any Subsidiary may declare and pay Restricted Payments to any Loan Partyrequired tax withholding obligation upon the exercise or vesting of a grant or award of stock options or warrants; (iiij) the Borrower or any Restricted Subsidiary may pay any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement (it being understood that a distribution pursuant to this Section 6.06(j) shall be deemed to have utilized capacity under such other provision of this Agreement); (k) the Borrower or any Restricted Subsidiary may (i) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; and (l) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may make Junior Restricted Debt Payments to Restricted Subsidiaries in respect of intercompany Indebtedness incurred pursuant to Section 6.03(h); and (m) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof)▇▇▇▇▇ ▇▇▇▇▇ Recapitalization. (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. (a) No Loan Party willDeclare or make, nor will it permit any Subsidiary to make directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (ia) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any each Restricted Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stockBorrower and to other Restricted Subsidiaries (and, common stockin the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, restricted stock to the Borrower and any other Restricted NEWYORK 8648768 (2K) Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or common other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person; (c) (i) so long as no Default shall have occurred and be continuing or would result therefrom, from and after the date the Borrower delivers an irrevocable written notice to the Administrative Agent stating that the Borrower will make Restricted Payments to Holdings that are used by Holdings solely to fund cash interest payments required to be made by Holdings with respect to Indebtedness permitted to be incurred by Holdings pursuant to Section 7.03(r) (the “Holdings Restricted Payments Election”), the Borrower may make such Restricted Payments to Holdings in each case so long as immediately after giving effect to such Restricted Payment, the Borrower and the Restricted Subsidiaries shall be in Pro Forma Compliance with an Interest Coverage Ratio of at least 2.00:1.00 for the Test Period then most recently ended for which financial information has been delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) and evidenced by a certificate from the chief financial officer of the Borrower demonstrating such compliance calculation in reasonable detail; (d) [Reserved]; (e) to the extent constituting Restricted Payments, the Borrower and the Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.04 or 7.08 (other than Sections 7.08(d) and (e)); (f) repurchases of Equity Interests in the Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options from or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (g) the Borrower may (i) pay (or make Restricted Payments to allow Holdings or any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Holdings (or any direct or indirect parent thereof) by any future, present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, consultant or director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance or Holdings or any direct or indirect parent of doubt, Holdings) or any of its Subsidiaries or (ii) make Restricted Payments in the form of distributions to allow any direct or indirect parent of Holdings to pay principal or interest on promissory notes that were issued to any future, present or former employee, officer, director, manager consultant or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing) director of the Borrower (or Holdings or any direct or indirect parent of Holdings) or any of its Subsidiaries in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons), in each case, pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, consultant or director of the Borrower (or Holdings or any direct or indirect parent of Holdings) or any of its Subsidiaries; provided that the aggregate amount of cash payments under Restricted Payments made pursuant NEWYORK 8648768 (2K) to this clause (vig) subsequent to in any calendar year, when combined with the Effective Date aggregate amount of all cash payments (net of proceeds received whether principal or interest) made by the Borrower subsequent to the date hereof Loan Parties in connection with resales respect of any stock or common stock options so purchasedpromissory notes pursuant to Section 7.03(j) in such calendar year, shall not exceed $2,000,000 per fiscal year40,000,000, less the amount of Indebtedness permitted under Section 6.01(p) (with provided that any unused amounts in any fiscal calendar year being may be carried over to succeeding calendar years, so long as the next succeeding fiscal year subject aggregate amount of all Restricted Payments made pursuant to a maximum of $3,000,000 this Section 7.06(g) in any fiscal yearcalendar year (after giving effect to such carry forward); , when aggregated with the aggregate amount of all cash payments made in respect of promissory notes pursuant to Section 7.03(j) in such calendar year (viiafter giving effect to such carry forward), shall not exceed $50,000,000; provided that any cancellation of Indebtedness owing to the Borrower in connection with and as consideration for a repurchase of Equity Interests of Holdings (or any of its direct or indirect parents) shall not be deemed to constitute a Restricted Payment for purposes of this clause (g); provided, further, that such amount in any calendar year may be increased by an amount not to exceed the remainder of (x) the Borrower may repurchase Qualified sum of (1) the amount of Net Cash Proceeds of issuances of Equity Interests deemed (other than issuances of Equity Interests made pursuant to occur upon Section 8.05 and to proceeds from the extent issuance of the cashless portion of the exercise of options or warrants Disqualified Equity Interests) to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) Net Cash Proceeds shall have been actually received by the Borrower may make repurchases through a capital contribution of Equity Interests of the Borrower such Net Cash Proceeds by Holdings (and to the extent financed with not used to make an Investment pursuant to Section 7.02(o) or (v), a payment pursuant to Section 7.03(j), a prepayment of Junior Financings pursuant to Section 7.13(a)(v) or a Restricted Payment pursuant to Section 7.06(g), (j) or (m)), in each case to employees, directors, officers, members of management or consultants of Holdings (or any direct or indirect parent of Holdings) or of its Subsidiaries that occurs after the Closing Date plus (2) the net cash proceeds of key man life insurance policies received by Holdings, the Borrower or any of its Restricted Subsidiaries after the Closing Date less (y) the aggregate amount of Net Proceeds received by the Borrower from cash contributions all Restricted Payments made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date Closing Date with the net cash proceeds described in preceding clause (x) (2) less (z) the aggregate amount of receipt; andall cash payments made in respect of any promissory notes pursuant to Section 7.03(j) after the Closing Date in reliance on the last proviso appearing in Section 7.03(j); (ixh) the Borrower and the Restricted Subsidiaries may make Tax Distributions in accordance with Section 7.1(b) Restricted Payments to Holdings or to any direct or indirect parent company of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, exceptHoldings: (i) the proceeds of which will be used to pay the amount any such Person would be required to pay in respect of Income Taxes attributable to the income of such Person and its subsidiaries, including the Borrower and its Restricted Subsidiaries and Other Parent Subsidiaries; provided, however, that in each case the amount of such payments permitted in any tax year are reduced by Income Taxes required to be paid by such Person arising from businesses that are unrelated to the businesses conducted by the provisions Other Parent Subsidiaries on the Closing Date (except Income Taxes attributable to the income of the governing subordination or intercreditor agreement (which agreements Unrestricted Subsidiaries shall not prohibit reduce such payments to the payment of Deferred Acquisition Obligationsextent such payments would otherwise be reduced by such Income Taxes and amounts are received from Unrestricted Subsidiaries to pay such Income Taxes); (ii) [intentionally omitted]the proceeds of which shall be used by such Person to pay (A) its operating expenses incurred in the ordinary course of business, (B) other NEWYORK 8648768 (2K) corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties) which are reasonable and customary and incurred in the ordinary course of business and (C) any reasonable and customary indemnification claims made by directors or officers of any such Person attributable to the ownership or operations of the Borrower and its Subsidiaries; (iii) refinancingsthe proceeds of which shall be used by such Person to pay (A) franchise taxes and other fees, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence or (B) costs and expenses incurred by it or any of its direct or indirect parents in connection therewithwith such entity being a public company, including costs and expenses relating to ongoing compliance with federal and state securities laws and regulations, SEC rules and regulations and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof[Reserved]; (v) conversions, exchanges, redemptions, repayments or prepayments to finance any Investment permitted to be made pursuant to Section 7.02 (other than clause (e) thereof); provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Indebtedness into Investment and (B) such Person shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or for Qualified Equity Interests Interest) to be contributed to the Borrower or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Borrower;Person formed or acquired into the Borrower or its Restricted Subsidiaries in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Section 6.11; and (vi) the proceeds of which shall be used by such Person to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement; (i) so long as (i) no Default shall have occurred and be continuing or would result therefrom and (ii) immediately after giving effect to such Restricted Payment, the Borrower and the Restricted Subsidiaries shall be in Pro Forma Compliance with the Financial Covenant, the Borrower may make additional Restricted Payments in an aggregate amount, together with the aggregate amount of (1) loans and advances to Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by this Section 7.06(i) and (2) the aggregate amount of payments made pursuant to Section 7.13(a)(iv), not to exceed the greater of (A) $160,000,000 and (B) 6.2% of Total Assets; (j) so long as (i) no Default shall have occurred and be continuing or would result therefrom and (ii) immediately after giving effect to such Restricted Payment, but only to the extent utilizing the amounts under clause (A) of the defined term “Cumulative Growth Amount”, the Borrower and the Restricted Subsidiaries shall be in Pro Forma Compliance with the Financial Covenant, the Borrower may make additional Restricted Payments to any direct or indirect parent company in an amount not to exceed the NEWYORK 8648768 (2K) Cumulative Growth Amount immediately prior to the making of such Restricted Payment; (k) cash payments in lieu of the issuance of fractional shares or interests in connection with the exercise of warrants, options or other rights or securities convertible into or exchangeable for Equity Interests of any direct or indirect parent of the Borrower; provided, that any such cash payment shall not be for the purpose of evading the limitation of this covenant (as determined in good faith by the board of directors of the Borrower); (l) [intentionally omittedReserved]; (m) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments with the proceeds of Excluded Contributions; and (viin) additional payments repurchases, redemptions and other acquisitions of up to an aggregate Equity Interests in Employment Participation Subsidiaries held by current or former restaurant employees of, and development partners with, the Borrower or any of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefromits Restricted Subsidiaries.

Restricted Payments. The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly declare, make or pay any Restricted Payment; provided, however (a) No Loan Party will, nor will it permit any Subsidiary to make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination Subsidiary of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (i) the Borrower may declare declare, make and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests Distributions to the Borrower or any other Person pro rata and (B) any Restricted Subsidiary may declare and pay so long as such Distribution is made proportionately to the ownership of the Capital Stock of such Restricted Payments to any Loan PartySubsidiary; (iiib) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of so long as (i) the greater there exists no Default or Event of (x) $6,000,000 Default both before and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment and (ii) the Consolidated Total Net Leverage Ratio is not greater less than 2.50 or equal to 4.00 to 1.00 on a Pro Forma Basis; providedboth before and after giving effect to any such Restricted Payment, thatthe Borrower or any Restricted Subsidiary may make any Restricted Payment not otherwise prohibited by this Agreement (without reference to this Section 8.07) and the Loan Papers; (c) in addition to the permitted Restricted Payments described in subparagraph (b) above, in each case under this clause so long as (v), i) there exists no Default or Event of Default shall exist both before and be continuing at the time of the making of after giving effect to any such Restricted Payment and (ii) the Borrower receives the prior written consent of the Arranging Agents, the Borrower or would result therefromany Restricted Subsidiary may repurchase its Debt for Borrowed Money in a maximum aggregate amount over the term of this Agreement of $200,000,000 (in addition to Permitted Refinancing Indebtedness and U S WEST Permitted Refinancing Indebtedness); (vid) so long as there exists no Default or Event of Default both before and after giving effect to any such Restricted Payment, management and consulting fees payable to Unrestricted Subsidiaries and other Affiliates of the Borrower in an aggregate amount in any fiscal year not to exceed $5,000,000; (e) so long as there exists no Default or Event of Default both before and after giving effect to any such Restricted Payment, the Borrower may make Restricted Payments repurchase any shares of its common Capital Stock or options to purchase the Borrower’s preferred stock, acquire its common stock, restricted stock or common stock options Capital Stock from present or former consultants, Persons who were formerly directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan Borrower or any other employeeof its Restricted Subsidiaries, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided -------- that the aggregate amount of cash payments under all such repurchases made pursuant to this clause ---- subparagraph (vie) subsequent to the Effective Date (net of proceeds received by for the Borrower subsequent to the date hereof in connection with resales and all of any stock or common stock options so purchased) its Restricted Subsidiaries shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 1,000,000 in any fiscal year); (viif) payments permitted to be made to Affiliates of the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to Unrestricted Subsidiaries in accordance with the extent terms of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereofSection 8.04, Section 8.08 and Section 8.16 hereof; (viiig) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case as there exists no Default or Event of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available Default both before and after giving effect to any such payment Restricted Payment, the Consolidated Total Net Leverage Ratio is not greater than 2.50 Borrower and its Restricted Subsidiaries may make required scheduled payments in accordance with the terms of the Existing Financing Documentation, and other Debt permitted to 1.00 on a Pro Forma Basis; provided, that, be incurred or exist in each case under this clause accordance with the terms of Section 8.02 hereof; (vii), h) so long as there exists no Default or Event of Default shall exist both before and be continuing at after giving effect to any such Restricted Payment, the time Borrower may retire or repurchase any of its common Capital Stock in exchange for, or with the proceeds of any issuance of, any common Capital Stock of the making Borrower issued in accordance with the terms of Section 8.10 hereof; and (i) so long as there exists no Default or Event of Default both before and after giving effect to any such payment or would result therefromRestricted Payment, the Borrower and its Restricted Subsidiaries may make required scheduled payments in accordance with the terms of the U S WEST Financing Documentation.

Restricted Payments. (a) No Loan Credit Party willshall, nor will it and no Credit Party shall suffer or permit any Subsidiary to make any Restricted Paymentof its Subsidiaries to, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any Stock or Stock Equivalent, (ii) purchase, redeem or otherwise acquire for value any Stock or Stock Equivalent now or hereafter outstanding or (iii) make any payment or prepayment of principal of, premium, if any, interest, fees, redemption, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, Subordinated Indebtedness (the items described in clauses (i), (ii) and (iii) above are referred to as “Restricted Payments”); except that any Wholly-Owned Subsidiary of the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata Wholly-Owned Subsidiary of the Borrower, and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party;except that: (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (va) the Borrower may make Restricted Payments provided all of up to an aggregate of the following conditions are satisfied: (i) no Default or Event of Default has occurred and is continuing or would arise as a result of such Restricted Payment; (ii) after giving effect to such Restricted Payment, the greater Credit Parties are in compliance on a pro forma basis with the covenant set forth in Article VI, recomputed for the most recent fiscal month for which financial statements have been delivered; (iii) the aggregate Restricted Payments permitted in any Fiscal Year of the Borrower shall not exceed the lesser of (x) $6,000,000 fifty percent (50%) of Excess Cash Flow for the immediately preceding Fiscal Year and (y) 10% of Consolidated EBITDA as of the last day of $15,000,000; (iv) for the most recently ended Reference Period recent fiscal month for which Financial Statements are available per fiscal year financial statements have been delivered, average daily Availability was not less than $20,000,000; and (when taken together with Section 6.06(b)(vii)(i)v) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio Payment, Availability is not greater less than 2.50 to 1.00 on a Pro Forma Basis$20,000,000; provided, thathowever, in each case under this clause that no later than five (v)5) Business Days prior to making any Restricted Payment, no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments shall have delivered to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, Agent a certificate duly executed and completed by a financial officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less stating the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after and containing a schedule, in reasonable detail, setting forth the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance calculation demonstrating compliance with this Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof5.11(b). (b) No Loan Party willthe Credit Parties may pay, nor will it permit any Subsidiary toas and when due and payable, make any optional prepayment regularly scheduled payments of principal and interest at the non-default rate on any the Subordinated Indebtedness, except: (i) payments permitted Indebtedness evidenced by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancingsSubordinated Indebtedness Documents, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereofunder the Subordination Agreement; provided, that no Default or Event of Default has occurred and is continuing or would arise as a result of such payment; (vc) conversionsthe Borrower may make one or more Restricted Payments constituting the Janus Series A Preferred Proceeds Distributions, exchangeson or before March 31, redemptions2015; provided, repayments or prepayments that (w) no more than $29,000,000 in the aggregate of such Indebtedness Restricted Payments may be made after April 30, 2014, (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, Availability is not less than $15,000,000, and (z) on the Business Day prior to each such Restricted Payment, the Borrower shall deliver to the Agent a certificate certifying that the conditions set forth in this Section 5.11(f) shall have been satisfied after giving effect to such Restricted Payment, setting forth the amount of the Restricted Payment to be made on such next Business Day, the aggregate amount of Janus Series A Preferred Proceeds Distributions made since the Seventh Amendment Effective Date after giving effect to such Restricted Payment and attaching an updated Schedule 3.19; (d) the Series A Preferred Stock may be converted into or for Qualified Equity Interests common stock of the Borrower; (vi) [intentionally omitted]; and (viie) additional payments of up to an aggregate of up to an aggregate of the Borrower may make a special distribution (i) to those Persons who were shareholders of the greater Borrower during 2013 in an amount sufficient to pay the federal income taxes owed by them in respect of the federal taxable income of the Borrower allocable to them for 2013 (xless any such amounts previously paid) $2,500,000 and (yii) 5.0% of Consolidated EBITDA if the Borrower does not elect to revoke its election to be an S corporation as of the last day beginning of the most recently ended Reference Period Borrower’s current tax year under Section 1362(d)(1)(D)(i) of the Code, then to those Persons who were shareholders of the Company during 2014 prior to January 23, 2014, in an amount sufficient to pay the federal income taxes owed by them in respect of the federal taxable income of the Borrower allocable to them for which Financial Statements are available per fiscal year (when taken together with the period from January 1, 2014 through January 23, 2014, taking into account any election under Section 6.06(a)(v)(i)1362(e)(3) plus (ii) an unlimited amount so long as, solely in of the case Code to close the books of this clause (vii)(ii), the Borrower as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to January 23, 2014 (any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 special distribution pursuant to 1.00 on this sentence, a Pro Forma Basis; provided, that, in each case under this clause (vii“Special Tax Distribution”), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. (a) No Loan Party willDeclare or make, nor will it permit any Subsidiary to make directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loansexcept that, interest and fees hereunder), except: (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist have occurred and be continuing at the time of the making of such Restricted Payment any action described below or would result therefrom;: (via) the Borrower each Subsidiary may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant 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; (includingb) 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, for redeem or otherwise acquire its common Equity Interests with the avoidance proceeds received from the substantially concurrent issue of doubtnew common Equity Interests; (d) so long as (x) no Default or Event of Default has occurred and is continuing, (y) the Consolidated Senior Secured Leverage Ratio is less than or equal to 3.25 to 1.00 on a Pro Forma Basis after giving effect to such Restricted Payment determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Restricted Payment had been made as of the first day of the fiscal period covered thereby and (z) immediately after giving effect to such Restricted Payment, the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with the covenant set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Restricted Payment had been made as of the first day of the fiscal period covered thereby, commencing in fiscal year 2014, the Borrower and its Subsidiaries may make Restricted Payments in an aggregate amount equal to the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (d), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the Available Amount immediately prior to such election and the amount thereof elected to be so applied; (e) so long as no Default has occurred and is continuing or would result therefrom, Restricted Payments by the Borrower and its Subsidiaries, provided that such Restricted Payments shall not exceed $25,000,000 from and after the Closing Date; (f) Restricted Payments made on the Closing Date to pay principal consummate the Transaction; (g) the repurchase, redemption or interest on promissory notes that were issued other acquisition for value of Equity Interests of Borrower or representing solely fractional shares of such Equity Interests in connection with a merger, consolidation, amalgamation or other combination involving the Borrower; (h) repurchases of Equity Interests in the Borrower or any Loan Party deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (i) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement; (j) payments made or expected to be made by the Borrower or any of the Loan Parties in respect of withholding or similar taxes payable by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes distributees of any of the foregoing) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options; (k) the repurchase of the Borrower’s Equity Interests pursuant to a stock repurchase plan approved by the Borrower’s board of directors in an aggregate amount not to exceed $7,500,000 per fiscal year, provided that if immediately after giving effect on a Pro Forma Basis to such repurchase the Consolidated Leverage Ratio of the Borrower in lieu and its Subsidiaries is less than or equal to 3.5:1.0, such repurchase of cash payments for Equity Interests shall not exceed an aggregate amount of $25,000,000 per fiscal year; and (l) the repurchaseBorrower may make Restricted Payments to, directly or indirectly, purchase Equity Interests of the Borrower from present or former officers, directors, consultants, agents or employees (or their estates, trusts, family members or former spouses) of the Borrower or any of its Subsidiaries upon the death, disability, retirement or other acquisition termination of the applicable officer, director, consultant, agent or retirement for value of such Equity Interests employee, or equity-based awards held by such Persons)pursuant to any equity subscription agreement, stock option or equity incentive award agreement, shareholders’ or members’ agreement or similar agreement, plan or arrangement; provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being shall not exceed the sum of $3,000,000 in any calendar year; provided further, that any amount not used in any fiscal year may be carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal calendar year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. (a) No Loan Party will, nor will it permit any Subsidiary to make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, declare or make any optional prepayment on Restricted Payment or incur any Subordinated Indebtedness, except: obligation (icontingent or otherwise) payments permitted by to do so unless (a) at the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of time when any such Indebtedness Restricted Payment is to be made, no Default or Event of Default exists or would result therefrom and (b) after giving effect to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments making of such Indebtedness into or for Qualified Equity Interests Restricted Payment, Borrowers would be in compliance with the requirements of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA Section 6.21, on a pro forma basis, determined as of the last day of the most recently ended Reference Period last Fiscal Quarter of Borrowers for which Financial Statements are available per fiscal year Borrowers have provided financial statements and the corresponding Compliance Certificate to Agent and Lenders as if such Restricted Payment had been paid during such Fiscal Quarter, the chief executive officer or other Responsible Officer of Borrowers shall have certified to Agent and Lenders as to compliance with the preceding clause (when taken together b) in a certificate attaching calculations; provided, however, (i) a Subsidiary of a Loan Party may declare and pay dividends ratably with Section 6.06(a)(v)(i)) plus respect to such Subsidiary's Equity Interests, (ii) an unlimited amount 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; and (iii) so long asas there exists no Default or Event of Default, solely 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 unused prior losses; and (iv) Borrowers may pay management fees pursuant to the management services agreement dated as of October 1, 2006, between Borrowers and SunTx Capital Management Corp. (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 Availability of at least $10,000,000 in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available aggregate after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrompayment.

Restricted Payments. (a) No Loan Party willThe Borrowers will not, nor will it they permit any Subsidiary to make of their Restricted Subsidiaries to, declare, pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: except (i) the Borrower Restricted Subsidiaries may declare and pay dividends with respect to its their Equity Interests payable solely in additional shares of its Qualified their respective Equity Interests; , (ii) (A) Restricted Subsidiaries may declare and pay dividends make Restricted Payments (A) ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and and/or (B) to Parent or any wholly-owned Subsidiary of Parent, (iii) the Borrowers and their Restricted Subsidiaries may make Restricted Payments pursuant to and in accordance with equity incentive plans or other benefit plans for management or employees of the Borrowers and their Restricted Subsidiaries, (iv) Parent may declare and pay Restricted Payments cash dividends or make cash distributions with respect to its Equity Interests, so long as prior to and after giving effect to any Loan Party; such dividend or distribution, Parent on a consolidated basis shall have a Net Debt to EBITDA Ratio (iiiafter giving pro forma effect to any such dividend or distribution) Restricted Payments in connection with transfer pricing or shared services agreements to of not greater than 4.25:1.00, calculated for the extent advances related thereto are permitted pursuant to Section 6.04(z); four (iv4) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of fiscal quarter period ending on the last day of the most recently ended Reference Period quarter for which Financial Statements are available per fiscal year financial statements of Parent have been delivered to Administrative Agent pursuant to Section 5.01(a) or Section 5.01(b), (when taken together with Section 6.06(b)(vii)(i)v) plus (ii) an unlimited amount Parent may declare and pay cash dividends on its outstanding common Equity Interests, so long asas the aggregate dollar amount of such cash dividends in any calendar year shall not exceed the greater of (x) $60,000,000 and (y) 25% of EBITDA for the four fiscal quarter most recently ended at the time of the declaration of such Restricted Payment, solely (vi) the issuance of any Equity Interests of Parent or any Restricted Subsidiary in exchange for the case termination of this clause any Indebtedness (v)(ii)including intercompany Indebtedness) and not involving a cash advance made by Parent or any Restricted Subsidiary, and (vii) cash payments, in lieu of issuance of fractional shares, in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interest of Parent or a Restricted Subsidiary. (b) Parent will not purchase, redeem or otherwise acquire any shares of its Equity Interests except that Parent may purchase, redeem or otherwise acquire (i) shares of its Equity Interests, so long as prior to and after giving effect to any such purchase, redemption or other acquisition, Parent on a consolidated basis shall have a Net Debt to EBITDA Ratio (after giving pro forma effect thereto) of not greater than 4.25:1.00 for the four (4) fiscal quarter period ending on the last day of the most recently ended Reference Period quarter for which Financial Statements are available after giving effect financial statements of Parent have been delivered to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 Administrative Agent pursuant to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vSection 5.01(a) or Section 5.01(b), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (viii) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such its Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock its employee 401(k) retirement plan or common stock options so purchased) shall not exceed $2,000,000 per fiscal yearother equity compensation arrangement, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses its Equity Interests sold in connection therewith; (iv) payments with a cashless exercise of intercompany Indebtedness permitted stock options granted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefromParent’s equity participation plan.

Restricted Payments. (a) No Loan Party willDeclare or make, nor will it permit any Subsidiary to make directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so (unless such obligation is contingent upon long as no Default or Event of Default shall have occurred and be continuing at the termination time of the Commitments and the payment in full of all Loans, interest and fees hereunder), exceptany action described below or would result therefrom: (ia) Restricted Subsidiaries of the Parent Borrower may pay dividends and make distributions in respect of their Capital Stock ratably to their equity holders; (b) the Parent Borrower may declare and pay dividends make dividend payments or other distributions payable solely in the common stock or other common equity interests of the Parent Borrower; (c) the Parent Borrower may purchase, redeem or otherwise acquire shares of its common stock or other common equity interests or warrants or options to acquire any such shares with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common equity interests; (d) the Parent Borrower may make other Restricted Payments in an aggregate amount not to exceed (i) $25,000,000 per fiscal year plus (ii) the Available Amount; provided, that solely with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; clause (ii) above, (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA Total Leverage Ratio as of the last day of the fiscal quarter of the Parent Borrower most recently ended Reference Period for which Financial Statements are available per financial statements have been delivered under Section 6.1, determined on a pro forma basis, is less than 4.50:1.00, (B) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis and (C) the Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of the fiscal year quarter of the Parent Borrower most recently ended for which financial statements have been delivered pursuant to Section 6.1 and on a pro forma basis; (when taken together with Section 6.06(b)(vii)(i)e) plus (ii) an unlimited amount the Parent Borrower may make other Restricted Payments so long as, solely in as (i) the case of this clause (v)(ii), Consolidated Total Leverage Ratio as of the last day of the fiscal quarter of the Parent Borrower most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 financial statements have been delivered under Section 6.1, determined on a Pro Forma Basis; providedpro forma basis, thatis less than 3.50:1.00, in each case under this clause (v), ii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis and be continuing at (iii) the time Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of the making fiscal quarter of such Restricted Payment or would result therefrom;the Parent Borrower most recently ended for which financial statements have been delivered pursuant to Section 6.1 and on a pro forma basis; and (vif) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees repurchases of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests Capital Stock deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that purchase Capital Stock if such Equity Interests shares of Capital Stock represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefromoptions.

Restricted Payments. (a) No Loan Party will, Neither the Borrower nor will it permit any Subsidiary to of its Subsidiaries shall declare or make any Restricted Payment, except: Restricted Payments made in connection with the defeasance, redemption or incur repurchase of any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon Indebtedness with the termination Net Cash Proceeds of Permitted Refinancing Indebtedness; Restricted Payments of any Subsidiary of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and (B) any to another wholly-owned Subsidiary may declare and pay of the Borrower; Restricted Payments made pursuant to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services acquisition agreements consented to by the extent advances related thereto are permitted Required Lenders pursuant to Section 6.04(z); (iv7.3(G) [intentionally omitted]; (v) hereof; Restricted Payments by non-wholly-owned Subsidiaries if made to all equity owners thereof on a pro rata basis; and other Restricted Payments, provided that prior to the declaration or payment of such Restricted Payment, the Borrower may make shall deliver to the Administrative Agent a certificate from one of the Authorized Officers, demonstrating to the satisfaction of the Administrative Agent that after giving effect to such Restricted Payments Payment, on a pro forma basis, as if the Restricted Payment had occurred on the first day of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of Applicable Look-Back Period ending on the last day of the Borrower's most recently ended Reference Period for which Financial Statements are available per completed fiscal year (when taken together quarter, the Borrower would have been in compliance with the financial covenants in Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely 7.4 and not otherwise in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; Default. provided, thathowever, that in each case under this clause (v), no Event of event shall any Restricted Payments be declared or made if either a Default or an Unmatured Default shall exist have occurred and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination declaration or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment thereof or would result therefrom.

Restricted Payments. (a) No Loan Party willMatria will not, nor and will it not permit or cause any Subsidiary to of its Subsidiaries to, directly or indirectly, declare or make any Restricted Paymentdividend payment, or incur make any obligation (contingent other distribution of cash, property or otherwise) assets, in respect of any of its Capital Stock or any warrants, rights or options to do so (unless such obligation is contingent upon the termination acquire its Capital Stock, or purchase, redeem, retire or otherwise acquire for value any shares of its Capital Stock or any warrants, rights or options to acquire its Capital Stock, or set aside funds for any of the Commitments and the payment in full of all Loansforegoing, interest and fees hereunder), exceptexcept that: (i) the Borrower Matria may declare and pay dividends with respect to its Equity Interests make dividend payments or other distributions payable solely in additional shares of its Qualified Equity Interestscommon stock; (ii) (A) Subsidiaries each Wholly Owned Subsidiary of Matria may declare and pay dividends ratably with respect make dividend payments or other distributions to their Equity Interests Matria or to another Wholly Owned Subsidiary that is a Subsidiary Guarantor, or (if such declaring Subsidiary is a Foreign Subsidiary) to another Foreign Subsidiary, in each case to the Borrower or any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to any Loan Partyextent not prohibited under applicable Requirements of Law; (iii) Restricted Payments in connection with transfer pricing Matria may declare and make cash or shared services agreements in-kind dividend payments on the shares of Series A Preferred Stock and the Series B Preferred Stock issued pursuant to the extent advances related thereto are permitted pursuant to Section 6.04(z)Gain▇▇ ▇▇▇chase and Sale Agreement, in each case as provided in the applicable Certificate of Designations, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; (iv) [intentionally omitted]Matria may redeem (y) shares of the Series A Preferred Stock pursuant to the provisions of paragraph 6(b) of paragraph A of the Certificate of Designations for the Series A Preferred Stock or (z) shares of the Series B Preferred Stock pursuant to the provisions of paragraph 6(b) of paragraph A of the Certificate of Designations for the Series B Preferred Stock, but in either case only so long as (1) not less than thirty (30) days prior to the proposed redemption date, the Administrative Agent shall have received written notice from the Borrower stating that an event has occurred that requires such redemption and describing such event, and (2) the Required Lenders (or the Administrative Agent on their behalf) shall have delivered to Matria a written instrument consenting in their sole discretion to the event giving rise to such redemption requirement and waiving any rights under this Agreement arising therefrom; (v) Matria may purchase, redeem, retire or otherwise acquire for value shares of its common stock in an aggregate amount not exceeding $10,000,000 for all such purchases, redemptions, retirements and acquisitions from and after the Borrower Closing Date, provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (vi) Matria may make Restricted Payments the repurchase of up its common stock described in SCHEDULE 8.6. (b) Matria will not, and will not permit or cause any of its Subsidiaries to, make (or give any notice in respect of) any payment or prepayment (whether scheduled, at maturity, voluntary or otherwise) of principal on any Subordinated Indebtedness, or directly or indirectly make any redemption (including pursuant to an aggregate any change of control provision), retirement, defeasance or other acquisition for value of any Subordinated Indebtedness, or make any deposit or otherwise set aside funds for any of the foregoing purposes; provided, however, that (i) Matria may defease or otherwise discharge all or any portion of the greater Indebtedness under the Gain▇▇ ▇▇▇ler Subordinated Note by the issuance to the holder thereof of Matria common stock, (xii) $6,000,000 Matria may make required principal payments on the Convertible Subordinated Debentures at maturity thereof and in accordance with the terms thereof (including the subordination provisions thereof), (iii) Matria may make required principal payments on the Gain▇▇ ▇▇▇ler Subordinated Note on the third, fourth and fifth anniversaries thereof in accordance with the terms thereof so long as (y) 10% of Consolidated EBITDA after giving effect to any such payment, Matria is in compliance with the financial covenants set forth in SECTIONS 7.1 through 7.5, such compliance being determined with regard to calculations made on a pro forma basis in accordance with GAAP as of the last day of the fiscal quarter then most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), and as of if such payment had been made on the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect period applicable to such covenants (and in any such Restricted Payment event, the Consolidated Total Net Leverage Ratio is as of such date shall not be greater than 2.50 2.5 to 1.00 1.0 on a Pro Forma Basis; providedpro forma basis, that, in each case under this clause (vnotwithstanding that the maximum permitted Leverage Ratio for purposes of SECTION 7.1 may be higher), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments prior to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment Matria shall have delivered to each Lender a certificate, signed by a Financial Officer of Matria, satisfactory in form and substance to the Required Lenders and to the foregoing effect (and attaching such calculations), and (z) no Default or Event of Default shall have occurred and be continuing or would result therefromfrom such payment, and (iv) Matria and its Subsidiaries may make required principal payments on any Seller Subordinated Indebtedness (other than the Gain▇▇ ▇▇▇ler Subordinated Note) incurred or issued pursuant to (and in accordance with the terms of) SECTION 8.2(VI), in accordance with the terms of such Seller Subordinated Indebtedness (including the subordination provisions thereof).

Restricted Payments. (a) No Loan Party willDirectly or indirectly, nor will it permit any Subsidiary to make any Restricted Payment, other than: (a) Restricted Payments in an amount, together with the aggregate amount of all other Restricted Payments made by the Borrower and its Restricted Subsidiaries after the Closing Date (including Restricted Payments permitted by clauses (i), (ii) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (C) thereof only), (vi)(C) and (viii) of Section 6.03(b), but excluding all other Restricted Payments permitted by Section 6.03(b)) not to exceed the Restricted Payment Applicable Amount; provided that (i) no Default or incur any obligation Event of Default shall have occurred and be continuing or would occur as a consequence thereof; (contingent or otherwiseii) immediately after giving effect to do so (unless such obligation transaction, the Borrower is contingent upon in compliance on a pro forma basis with the termination financial covenant set forth in Section 6.07, determined on the last day of the Commitments fiscal quarter last ended prior thereto for which Section 5.04 Financials have been delivered to the Administrative Agent; and (iii) unless the proceeds of such Restricted Payment are being utilized to service Indebtedness or Preferred Stock of any direct or indirect parent company of the Borrower incurred after the Closing Date the proceeds of which were contributed to the common equity of the Borrower and the payment aggregate amount of such Restricted Payment does not exceed the cash proceeds so contributed, immediately after giving effect to such transaction on a pro forma basis, the Borrower could incur $1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio test described in full of all Loans, interest and fees hereunderSection 6.01(a), except. (b) Section 6.03(a) will not prohibit: (i) the Borrower may declare and pay dividends payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with respect to its Equity Interests payable solely in additional shares the provisions of its Qualified Equity Intereststhis Agreement; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their the redemption, prepayment, repurchase, retirement or other acquisition of any (1) Equity Interests (“Treasury Capital Stock”) of the Borrower or any Restricted Subsidiary or Subordinated Indebtedness of the Borrower or any Guarantor or (2) Equity Interests of any direct or indirect parent company, in the case of each of clause (1) and (2), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of, Equity Interests of the Borrower, or any direct or indirect parent company to the extent contributed to the capital of the Borrower or -(125-) any Restricted Subsidiary (in each case, other Person pro rata and than any Disqualified Stock) (“Refunding Capital Stock”), (B) the declaration and payment of dividends on the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of the Refunding Capital Stock, and (C) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clauses (vi)(A) or (B) of this Section 6.03(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Subsidiary may declare Equity Interests of any direct or indirect parent company of the Borrower) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and pay Restricted Payments payable on such Treasury Capital Stock immediately prior to any Loan Partysuch retirement; (iii) the redemption, prepayment, repurchase or other acquisition or retirement of the Existing Notes due 2015, the New Senior Notes or Subordinated Indebtedness of the Borrower or a Restricted Payments Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Borrower or a Restricted Guarantor, as the case may be, which is incurred in compliance with Section 6.01 so long as: (I) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Indebtedness being so redeemed, repurchased, acquired or retired and any fees and expenses incurred in connection with transfer pricing or shared services agreements the issuance of such new Indebtedness; (II) solely in the case of Subordinated Indebtedness, such new Indebtedness is subordinated to the Obligations at least to the same extent advances related thereto are permitted as such Subordinated Indebtedness so purchased, exchanged, redeemed, prepaid, repurchased, acquired or retired for value; (III) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Indebtedness being so redeemed, prepaid, repurchased, acquired or retired; (IV) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness being so redeemed, prepaid, repurchased, acquired or retired; and (V) redemptions, prepayments, repurchases or other acquisitions or retirements of the Existing Notes due 2015 pursuant to this clause (iii) shall be permitted only if (a)(x) the Guaranteed Net Leverage Ratio at the time of such prepayment, determined on a pro forma basis is not in excess of (I) the Guaranteed Net Leverage Ratio of 7.2:1.0 or (y) such indebtedness is Refinancing -(126-) Indebtedness incurred in accordance with Section 6.04(z)6.01(b)(xii) in respect of the Existing Notes due 2015 being redeemed, prepared, repurchased or otherwise acquired or retired, (b) no Default shall have occurred and be continuing or would occur as a consequence thereof, and (c) immediately after giving effect to such transaction, the Borrower is in compliance on a pro forma basis with the financial covenant set forth in Section 6.07, determined on the last day of the fiscal quarter last ended for which Section 5.04 Financials have been delivered to the Administrative Agent; (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such a Restricted Payment to pay for the Consolidated Total Net Leverage Ratio is not greater repurchase, retirement, redemption or other acquisition or retirement for value of Equity Interests (other than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom; (viDisqualified Stock) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments to pay principal or interest on promissory notes that were issued to any direct or indirect parent company held by any future, present or former employee, officer, director, manager director or consultant (or any spouses, former spouses, of their successors, executors, administrators, heirs, legatees estates or distributes of any of the foregoingassigns) of the Borrower in lieu Borrower, any of cash payments for the repurchaseits Subsidiaries or any of their respective direct or indirect parent companies pursuant to any management unit purchase agreement, retirement management equity plan or stock option plan or any other acquisition management or retirement for value of such Equity Interests employee benefit plan or equity-based awards held by such Persons)agreement; provided provided, however, that the aggregate amount of cash payments Restricted Payments made under this clause (viiv) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall do not exceed in any calendar year $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) 25,000,000 (with unused amounts in any fiscal calendar year being carried over to the next succeeding fiscal year calendar years subject to a maximum of $3,000,000 50,000,000 in any fiscal calendar year);; provided, further, that such amount in any calendar year may be increased by an amount not to exceed: (viiA) the Borrower may repurchase Qualified cash proceeds from the sale of Equity Interests deemed to occur upon (other than Disqualified Stock and Equity Cure Proceeds) of the Borrower and, to the extent contributed to the capital of the cashless portion Borrower, Equity Interests of any of any direct or indirect parent company, in each case to members of management, employees, officers, directors or consultants of the exercise Borrower, any of options its subsidiaries or warrants any of their respective direct or indirect parent companies that occurs after the Closing Date (other than Equity Interests the proceeds of which are used to fund the Transactions or to fund a Cure Right), to the extent that the cash proceeds from the sale of such Equity Interests represent all have not otherwise been applied to the payment of Restricted Payments by virtue of Section 6.03(a); plus (B) the cash proceeds of key man life insurance policies received by the Borrower or a portion any of its Restricted Subsidiaries after the Closing Date; less (C) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (A) and (B) of this clause (iv); and provided, further, that cancellation of Indebtedness owing to the Borrower from members of management, officers, directors, employees of the exercise price thereof; (viii) the Borrower may make repurchases Borrower, any of its subsidiaries or any direct or indirect parent company in connection with a repurchase of Equity Interests of the Borrower or any direct or indirect parent company will not be deemed to constitute a Restricted Payment for purposes of this Agreement; -(127-) (v) the extent financed with the aggregate amount declaration and payment of Net Proceeds received by dividends to holders of any class or series of Disqualified Stock of the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such of its Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions Subsidiaries issued in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of 6.01; provided, however, that immediately after giving effect to such transaction on a pro forma basis, the Borrower (as amended as could incur $1.0 of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such additional Indebtedness pursuant to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Total Net Leverage Ratio test described in Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower6.01(a); (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (iA) the greater declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (xother than Disqualified Stock) $2,500,000 and (y) 5.0% issued by the Borrower or any of Consolidated EBITDA as its Restricted Subsidiaries after the Closing Date, provided that the amount of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of dividends paid pursuant to this clause (vii)(ii), as A) shall not exceed the aggregate amount of cash actually received by the last day of Borrower or a Restricted Subsidiary from the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making issuance of such payment or would result therefrom.Designated Preferred Stock;

Restricted Payments. Make any Restricted Payment unless: (a) No Loan Party willno Default or Event of Default has occurred and is continuing or would occur as a consequence thereof, nor will it permit and (b) immediately after giving effect to such Restricted Payment on a pro forma basis, the Interest Coverage Ratio for the immediately preceding 4 fiscal quarter period for which internal financial statements have been delivered to Agent would not have been less than 2.0:1.0, and (c) such Restricted Payment (the value of any Subsidiary such payment, if other than cash, being determined in good faith by the Managers of Borrowers and evidenced by a resolution set forth in a certificate signed by the chief financial officer of Borrowers delivered to make any Agent), together with the aggregate of all other Restricted PaymentPayments made after the Note Issuance Date (including Restricted Payments permitted by clauses (1), or incur any obligation (contingent or otherwise2) to do so and (unless such obligation is contingent upon the termination 7) of the Commitments following sentence and excluding Restricted Payments permitted by the payment in full of all Loans, interest and fees hereunderother clauses therein), exceptis less than the sum of: (i) 50% of the sum of Consolidated Net Income (taken as one accounting period) from the beginning of the first full fiscal quarter immediately following the Note Issuance Date to the end of Parent’s most recently ended fiscal quarter 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, 100% of such deficit), plus (ii) 100% of the aggregate net cash proceeds (or of the net cash proceeds received upon the conversion of non-cash proceeds into cash) received by the applicable Borrower may declare from (x) the issuance or sale, other than to a Subsidiary, of Equity Interests of such Borrower (other than Disqualified Capital Stock or in connection with Specified Equity Contributions) and pay dividends (y) any equity contribution from a holder of such Borrower’s Capital Stock (other than a Subsidiary and excluding Specified Equity Contributions), in each case, after the Note Issuance Date and on or prior to the time of such Restricted Payment; provided, that net cash proceeds from Specified Equity Contributions shall not be included, plus (iii) 100% of the aggregate net cash proceeds (or of the net cash proceeds received upon the conversion of non-cash proceeds into cash) received by the applicable Borrower from the issuance or sale, other than to a Subsidiary, of any convertible or exchangeable debt security of such Borrower that has been converted or exchanged into Equity Interests of the applicable Borrower (other than Disqualified Capital Stock) pursuant to the terms thereof after the Note Issuance Date and on or prior to the time of such Restricted Payment (including any additional net cash proceeds received by such Borrower upon such conversion or exchange), plus LEGAL_US_W # 62188650.14 (iv) the aggregate Return from Unrestricted Subsidiaries after the Note Issuance Date and on or prior to the time of such Restricted Payment. Notwithstanding the foregoing, nothing in this Section will prohibit: (1) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would not have been prohibited by the provisions of this Agreement; (2) the redemption, purchase, retirement or other acquisition of any Equity Interests of any Borrower in exchange for, or out of the proceeds of, the substantially concurrent sale (other than to a Subsidiary) of, other Equity Interests of such Borrower (other than Disqualified Capital Stock); (3) with respect to each tax year or portion thereof that a Borrower qualifies as a Flow Through Entity and so long as clause (a) above is satisfied, the payment of Permitted Tax Distributions (whether paid in such tax year or portion thereof, or any subsequent tax year), provided, that in the case of the portion, if any, of any Permitted Tax Distributions that is proposed to be distributed for a particular taxable period or portion thereof, which portion of such Permitted Tax Distribution is attributable to a Flow Through Entity that is not a Restricted Subsidiary, such portion of such proposed Permitted Tax Distribution shall be limited to the Excess Cash Distribution Amount for Taxes; (4) distributions or payments (i) to any Excluded Person for or in respect of tax preparation, accounting, licensure, legal and administrative fees and expenses, including travel and similar reasonable expenses, incurred on behalf of Borrowers or their respective Restricted Subsidiaries or in connection with PGP’s ownership of Borrowers or their respective Restricted Subsidiaries, consistent with industry practice, (ii) so long as clause (a) above is satisfied pursuant to, and in accordance with, Management Agreements in effect from time to time, provided that (A) to the extent a subordination agreement with respect to such Management Agreement is required to be entered into pursuant to Section 7.21, such distributions are permitted by such subordination agreement and (B) the aggregate amount payable to PGP or any other Excluded Person (excluding any payments (x) permitted by Section 7.16 and (y) payable under employment, consulting or similar agreements or arrangements entered into in the ordinary course of business for which an executed subordination agreement is not required to be delivered pursuant to Section 7.21), pursuant to the Management Agreements or any employment, consulting or similar agreements or arrangements for any fiscal year shall not exceed 5.00% of Consolidated EBITDA for the immediately preceding fiscal year, and (iii) so long as clause (a) above is satisfied, to pay reasonable and customary directors’ or managers’ fees to, and indemnity provided on behalf of, the Managers of PGP and Borrowers, and reimbursement of customary and reasonable travel and similar expenses incurred on behalf of Borrowers and the Restricted Subsidiaries in the ordinary course of business; LEGAL_US_W # 62188650.14 (5) so long as clause (a) above is satisfied, (i) the repurchase, redemption or other retirement or acquisition of Equity Interests of any Borrower’s or any Restricted Subsidiary’s respective employees, members or managers (or their heirs or estates) that, in each case, are not Excluded Persons or (ii) any dividend, distribution or other payment to PGP to enable PGP to repurchase, redeem, or otherwise retire or acquire Equity Interests of PGP’s or its Restricted Subsidiaries’ respective employees, members or managers (or their heirs or estates) that are not Excluded Persons, in an aggregate amount for all Restricted Payments pursuant to this clause (5) not to exceed $750,000 in any twelve month period on and after the Note Issuance Date (provided, however, that any amounts not used in any such twelve month period may be carried forward to the next succeeding twelve month period until used); (6) the redemption and repurchase of any Equity Interests of Borrowers or any of the Restricted Subsidiaries to the extent required by any Gaming Authority; (7) any dividend, distribution or other payment by any of the Restricted Subsidiaries on its Equity Interests payable solely in additional shares that is paid pro rata to all holders of its Qualified such Equity Interests; (ii8) payments that are made with Specified Equity Contributions; and (9) so long as (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata and Restricted Payment is otherwise not prohibited by the Indenture (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) the Borrower may make Restricted Payments of up to an aggregate of (i) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; providedamendment or waiver thereof), that, in each case under this (B) clause (v), no Event of Default shall exist a) above is satisfied and be continuing at the time of the making of such Restricted Payment or would result therefrom; (viC) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of Excess Availability plus cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year and Cash Equivalents subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party willsatisfactory Control Agreements, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any each such payment Restricted Payment, is at least $10,000,000, Restricted Payments not otherwise permitted by this Section 7.11 in an aggregate amount during the Consolidated Total Net Leverage Ratio is not greater than 2.50 term of this Agreement pursuant to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom9) not to exceed $25,000,000.

Restricted Payments. (a) No Loan Credit Party will, nor will it any Credit Party permit any Subsidiary of its Subsidiaries to, declare or make, or agree to make pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and fees hereunder), except: (ia) the Borrower or any of its Subsidiaries may declare and pay dividends with respect to its Equity Interests or make Capital Distributions that are payable solely in additional shares of its Qualified Equity Interestscommon stock (or warrants, options or other rights to acquire additional shares of its common stock); (iii) (A) Subsidiaries any Subsidiary of the Borrower may declare and pay dividends ratably with respect to their Equity Interests or make Capital Distributions to the Borrower or any other Person pro rata Guarantor, and (Bii) any Non-Credit Party may declare and pay or make Capital Distributions to any other Non-Credit Party, the Borrower or any Guarantor; and (c) the Borrower or any Subsidiary may declare and pay Restricted Payments or make Cash Dividends or make payments of Permitted Earnout so long as after giving pro forma effect thereto, (i) no Default or Event of Default exists or will exist, (ii) as of the last Testing Period for which financial statements were delivered pursuant to any Loan Party; Section 6.01(a) or (b) hereto, the Borrower is in pro forma compliance with the financial covenants contained in Section 7.07 hereto, (iii) Restricted Payments in connection with transfer pricing the availability under the Revolving Credit Facility plus the unrestricted cash and Cash Equivalents and 75% of the Specified Investments of the Borrower and the other Credit Parties is greater than $10,000,000, and (iv) the aggregate amount under this clause (c) shall not exceed $10,000,000 per fiscal year; provided however, if, after giving pro forma effect to any such payment, the Consolidated Leverage Ratio as of the last Testing Period for which financial statements were delivered pursuant to Section 6.01(a) or shared services agreements (b) hereto shall be less than 2.50 to 1.00, this clause (iv) shall not apply. (d) to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (v) no Default or Event of Default then exists or will result therefrom, the Borrower or any Subsidiary may make Restricted Payments of up to an $5,000,000 per fiscal year, provided, however, that if the aggregate amount of (iRestricted Payments made in any fiscal year shall be less than the amount of repurchases permitted under this Section 7.6(d) the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per such fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after before giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vcarryover), then the amount of such shortfall of such maximum amount may, so long as no Default or Event of Default shall exist has occurred and is then continuing, be continuing at added to the time amount of the making of such Restricted Payment or would result therefrom; (virepurchases permitted under this Section 7.06(d) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments to pay principal or interest on promissory notes that were issued to immediately succeeding (but not any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoingother) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less and (ii) in determining whether any amount is available for carryover, the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts expended in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests shall first be deemed to occur upon and be from the amount allocated to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof). (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after before giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (viicarryover), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.

Restricted Payments. (a) No Loan Party willDeclare or make, nor will it or permit any Subsidiary to make declare or make, any Restricted Paymentdistribution, dividend, payment or other distribution of assets, properties, cash, rights, obligations or securities (collectively, "Distributions") on account of any Equity Interests, or incur purchase, redeem or otherwise acquire for value any obligation (contingent Equity Interests, or otherwise) any warrants, rights or options to do so (unless acquire such obligation is contingent upon the termination of the Commitments and the payment in full of all LoansEquity Interests, interest and fees hereunder)now or hereafter outstanding, except: except that (i) Holdings' Subsidiaries may make Distributions to the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests; Credit Parties, (ii) the Borrowers may redeem Equity Interests of employees pursuant to their Restricted Stock Bonus Plan in amounts not to exceed $3,000,000 in the aggregate in any Fiscal Year (which amount shall be increased by the amount of any cash proceeds of "Key Man" life insurance policies (net of any relevant costs or expenses), whenever received, that are used to make such repurchases or redemptions), provided that no Distributions described in this sub-section (ii) may be made if a Default or Event of Default is then continuing, either before any such Distribution or after giving effect thereto (and for this purpose, compliance with Sections 7.10 and 7.11 shall be determined on a pro forma basis based on the Credit Parties' most recent quarterly financial statements and Covenant Compliance Certificate) and (iii) Holdings may pay dividends to its shareholders upon satisfaction of the following conditions: (A) Subsidiaries may declare and pay payment of such dividends ratably with respect to their Equity Interests to shall be made solely on an annual basis, within thirty days of Agent's receipt of the Borrower or any other Person pro rata and financial statements required under Section 7.1(a) of this Agreement, (B) any Subsidiary may declare and pay Restricted Payments written evidence shall be delivered to any Loan Party;Agent that the Fixed Charge Coverage Ratio, calculated on a pro-forma basis for the four fiscal quarters most recently ended, as if the planned dividend payment had been made during such period shall be greater than 1.1:1. 0; (iii) Restricted Payments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant to Section 6.04(z); (iv) [intentionally omitted]; (vC) the Borrower may make Restricted Payments aggregate amount of up to an aggregate dividends paid in any Fiscal Year shall not exceed fifty percent (50%) of (i) Consolidated Net Income for the greater of (x) $6,000,000 Fiscal Year immediately preceding the Fiscal Year in which such dividend payment is made and (yD) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(b)(vii)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such Restricted Payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (v), no Default or Event of Default shall exist have occurred and be continuing at the time of such making such dividend payment, or shall result from the making of such Restricted Payment or would result therefrom; (vi) the Borrower may make Restricted Payments to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the Borrower, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower (including, for the avoidance of doubt, Restricted Payments 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 distributes of any of the foregoing) of the Borrower in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased) shall not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year); (vii) the Borrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof; (viii) the Borrower may make repurchases of Equity Interests of the Borrower to the extent financed with the aggregate amount of Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified Equity Interests in the Borrower; provided that such Net Proceeds are not otherwise utilized to increase any basket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt; and (ix) the Borrower may make Tax Distributions in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the Borrower (as amended as of the date hereof)payment. (b) No Loan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except: (i) payments permitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment of Deferred Acquisition Obligations); (ii) [intentionally omitted]; (iii) refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing, replacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in connection therewith; (iv) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (v) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower; (vi) [intentionally omitted]; and (vii) additional payments of up to an aggregate of up to an aggregate of (i) the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per fiscal year (when taken together with Section 6.06(a)(v)(i)) plus (ii) an unlimited amount so long as, solely in the case of this clause (vii)(ii), as of the last day of the most recently ended Reference Period for which Financial Statements are available after giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis; provided, that, in each case under this clause (vii), no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.