Common use of Restricted Payments Clause in Contracts

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make any Restricted Payments with respect to the Borrower or any of its Restricted Subsidiaries, except: (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrent.

Restricted Payments. The Neither Borrower will not, and will not permit nor any of its Restricted Subsidiaries toshall, directly or indirectly, declare or make any Restricted Payments with respect to the Payment at any time, except, without duplication, (a) Borrower or any of its Restricted Subsidiaries, except: (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the extent permitted pursuant to Section 2.09(b)(ii), (b) any Restricted Subsidiary of Borrower may declare and make Restricted Payments to Borrower or any Wholly Owned Subsidiary of Borrower which is a Restricted Subsidiary, (c) any Restricted Subsidiary of Borrower, if such Restricted Subsidiary is not a Wholly Owned Subsidiary, may declare and make Restricted Payments in respect of its Equity Interests to all holders of such Equity Interests generally so long as Borrower or its respective Restricted Subsidiary that owns such Equity Interest or interests in the Person making such Restricted Payments receives at least its proportionate share thereof (based upon its relative ownership of the subject Equity Interests and the terms thereof), (d) Borrower and its Restricted Subsidiaries may engage in transactions to the extent permitted by Section 10.04 and Section 10.05, (e) Borrower and its Restricted Subsidiaries may make Restricted Payments in respect of Disqualified Capital Stock issued in compliance with the terms hereof, (f) from and after the earlier of the ▇▇▇▇ Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, Borrower may repurchase (or make Restricted Payments in respect thereof) common stock or common stock options (including those issued by Wynn Resorts or such other parent entity of Borrower) from present or former officers, directors or employees (or heirs of, estates of or trusts formed by such Persons) of any Company or Wynn Resorts upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (f) shall not exceed $10.0 million in any fiscal year of Borrower, (g) from and after the earlier of the ▇▇▇▇ Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, Borrower and its Restricted Subsidiaries may (i) repurchase (or make Restricted Payments in respect thereof) Equity Interests (including those issued by Wynn Resorts or such other parent entity of Borrower) to the extent deemed to occur upon exercise of stock options, warrants or rights in respect thereof to the extent such Equity Interests represent a portion of the exercise price of such options, warrants or rights in respect thereof and (ii) make payments in respect of (or make Restricted Payments in respect thereof) withholding or similar taxes payable or expected to be payable by any present or former member of management, director, officer, employee, or consultant of Borrower or any of its Subsidiaries or Wynn Resorts or such other Restricted Subsidiaries and to each other owner parent entity of Equity Interests Borrower or family members, spouses or former spouses, heirs of, estates of or trusts formed by such Restricted Subsidiary ratably based on their relative ownership interests Persons in connection with the exercise of the relevant class stock options or grant, vesting or delivery of Equity Interests; (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (yh) “net exercise” or “net share settle” warrants or options or (z) so long as no Event from and after the earlier of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower ▇▇▇▇ Las Vegas Reorganization and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vestingWynn Massachusetts Project Opening Date, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity may make Restricted Payments to allow the payment of at least $500,000,000; cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Equity Interests, or payments or distributions to dissenting stockholders pursuant to applicable law (ixin each case, including with respect to Wynn Resorts or such other parent entity of Borrower), (i) from and after the earlier of the ▇▇▇▇ Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, so long as immediately before and after giving effect thereto no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect has occurred and is continuing and (x) prior to such Restricted Paymentthe Initial Test Date, the Consolidated Senior Secured Net Leverage Ratio shall not exceed 2.50 to 1.00 on a Pro Forma Basis as of the most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Date, Borrower and its Restricted Subsidiaries would have Liquidity may make Restricted Payments in an aggregate amount not to exceed (i) $225.0 million, minus the aggregate amount of less than $500,000,000Junior Prepayments made pursuant to Section 10.09(a)(i) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(s), plus (ii) the Available Amount, (j) to the extent constituting Restricted Payments, Borrower may declare make payments to counterparties under Swap Contracts entered into in connection with the issuance of convertible or exchangeable debt, (k) Borrower and its Restricted Subsidiaries may make Tax Payments to the direct or indirect owners of Borrower or any of the Restricted Subsidiaries, (l) Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since 50.0 minus the Effective Dateaggregate amount of Junior Prepayments made pursuant to Section 10.09(i) and the aggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x) million, (m) Borrower may pay Allocable Overhead to Wynn Resorts in respect of each Qualifying Project of Borrower and its Restricted Subsidiaries, (n) Borrower may pay Management Fees and IP Licensing Fees, (o) Borrower may make dividends or distributions to Wynn Resorts of amounts necessary for Wynn Resorts to pay amounts then due and payable under the Tax Indemnification Agreement, as in effect on the date of this Agreement; and provided, however, that the aggregate amount of payments under this clause (xo) so long as no Default or Event shall not exceed $20.0 million in any fiscal year of Default then exists or would result therefrom, the Borrower and (p) Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount not otherwise permitted under this Section 6.04 using to exceed the proceeds of any issuance of Available Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrentAmount.

Restricted Payments. The Such Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make make, or agree to pay or make, directly or indirectly, any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment, except: (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so except as long as no Event of Default then exists has occurred and is continuing or would result therefrom, (a) WPZ may make cash settlement Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments upon or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or options other rights to purchase its Equity Interests; (iv) the Borrower may redeem or otherwise cancel acquire Equity Interests in WPZ or rights such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in respect thereof granted to the ordinary course of business, (or make payments on behalf ofd) directors, officers, employees or other providers of services WPZ may reimburse the General Partner for expenses pursuant to the Borrower Partnership Agreement and the (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program; provided, that even if an Event of Default shall have occurred and is continuing, (i) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries in an amount required so long as, with respect to satisfy tax withholding obligations relating to the vesting, settlement or exercise of any such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or its respective Subsidiaries, there is no Credit Exposure of any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower Lender with respect to such repurchase was permitted under clause Borrower, and (viiiii) or (ix) no Subsidiary of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the any Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans shall be prohibited from upstreaming dividends or other benefit plans or agreements for directors, management, employees or other eligible service providers of the payments to such Borrower or its Restricted Subsidiaries; any Subsidiary of such Borrower or making, in the case of any Subsidiary of such Borrower that is not wholly-owned (viiidirectly or indirectly) so long by such Borrower, dividends or payments, as no Default the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or Event of Default then exists payments by any such Subsidiary that is not wholly-owned (directly or would result therefrom, the indirectly) by a Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of shall be not less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not equal to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default WPZ’s direct or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance indirect percentage ownership of Equity Interests are substantially concurrentin such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiary.

Restricted Payments. The Borrower will notDeclare or make, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, declare or make any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment, except: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or and to its other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Parent Borrower and any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests); (i) the Parent Borrower may redeem in whole or in part any of its Equity Interests for another class of Equity Interests or rights to acquire its Equity Interests or with proceeds from substantially concurrent equity 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 or (ii) the Parent Borrower and each of its Restricted Subsidiaries may declare and make dividends dividend payments or other distributions payable solely in additional shares of Borrower’s Qualified the Equity Interests and may exchange (other than Disqualified Equity Interests for its Qualified Equity Interestsnot otherwise permitted by Section 7.03) of such Person; (iiic) Restricted Payments made on the Borrower may Closing Date to consummate the Transactions (xincluding any amounts to be paid under, or contemplated by, the Merger Agreement) repurchase fractional shares and the fees and expenses related thereto owed to Affiliates, including any payment to holders of its Equity Interests arising out of stock dividendsthe Parent Borrower (immediately prior to giving effect to the Transactions) in connection with, splits or combinationsas a result of, business combinations or conversions of convertible securities or exercises of warrants or options, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the their exercise of warrants appraisal rights and the settlement of any claims or options to purchase its Equity Interestsactions (whether actual, contingent or potential) with respect thereto; (ivd) the 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 extent constituting Restricted Payments, the Parent Borrower and the Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.02 (other than Section 7.02(n)), 7.04 (other than a merger or consolidation of Holdings and the Parent Borrower) or 7.08 (other than Section 7.08(a) or (j)); (e) repurchases of Equity Interests in an amount required Parent, the Parent Borrower or any of the Restricted Subsidiaries deemed to satisfy tax withholding obligations relating to the vesting, settlement or occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or rightswarrants; (vf) following the Parent Borrower may pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Parent Borrower (or of any such direct or indirect parent of the Parent Borrower) by any future, present or former employee, director, officer, manager or consultant (or any Controlled Investment Affiliate or Immediate Family Member thereof) of the Parent Borrower (or any direct or indirect parent of the Parent Borrower) or any of its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or otherwise 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 future, present or former employee, director, officer, manager or consultant of the Parent Borrower (or any direct or indirect parent of the Parent Borrower) or any of its Subsidiaries (including, for the avoidance of doubt, any principal and interest payable on any notes issued by the Parent Borrower (or of any direct or indirect parent of the Parent Borrower) in connection with any such repurchase, retirement or other acquisition or retirement); provided that payments made pursuant to this paragraph (f) may not exceed in any calendar year $50,000,000 with unused amounts in any calendar year being carried over to succeeding calendar years subject to a Qualifying IPOmaximum of $75,000,000 in any calendar year; provided that any cancellation of Indebtedness owing to the Parent Borrower in connection with and as consideration for a repurchase of Equity Interests of the Parent Borrower (or any of its direct or indirect parents) shall not be deemed to constitute a Restricted Payment for purposes of this clause (f); provided that such amount in any calendar year may be increased by an amount not to exceed the sum of (1) the amount of Net Cash Proceeds of Permitted Equity Issuances to employees, directors, officers, managers or consultants (or any Controlled Investment Affiliate or Immediate Family Member thereof) of the Parent Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries that occurs after the Closing Date plus (2) the net cash proceeds of key man life insurance policies received by the Parent Borrower or any of its Restricted Subsidiary may make any Restricted Payment that has been declared by Subsidiaries after the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declarationClosing Date; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (viig) the Parent Borrower may make Restricted Payments pursuant to Holdings or to any direct or indirect parent of Holdings: (i) the proceeds of which will be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) the tax liability (including additions to tax, penalties and interests with respect thereto) to each foreign, federal, state or local jurisdiction in accordance respect of which a consolidated, combined, unitary or affiliated return is filed by Holdings (or such direct or indirect parent) that includes the Parent Borrower and/or any of its Subsidiaries, to the extent such tax liability (including additions to tax, penalties and interest with stock option plans respect thereto) does not exceed the lesser of (A) the taxes that would have been payable by the Parent Borrower and/or its Restricted Subsidiaries as a stand-alone group and (B) the actual tax liability (including additions to tax, penalties and interest with respect thereto) of Holdings’ consolidated, combined, unitary or other benefit plans or agreements for directorsaffiliated group (or, management, employees or other eligible service providers if Holdings is not the parent of the actual group, the taxes that would have been paid by Holdings, the Parent Borrower and/or the Parent Borrower’s Restricted Subsidiaries as a stand-alone group), reduced by any such payments paid or to be paid directly by the Parent Borrower or its Restricted Subsidiaries; (viiiii) the proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) its operating costs and expenses incurred in the ordinary course of business and other 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, to the extent attributable to the ownership or operations of the Parent Borrower and its Restricted Subsidiaries; (iii) the proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) legal existence; (iv) to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) the Parent Borrower shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Parent Borrower or a Restricted Subsidiary (or U.S. Loan Party if the Investment would have been required to be made in a U.S. Loan Party under Section 7.02) or (2) the merger or amalgamation (to the extent not prohibited by Section 7.04) of the Person formed or acquired into the Parent Borrower or a Restricted Subsidiary (or U.S. Loan Party if the Investment would have been required to be made in a U.S. Loan Party under Section 7.02) in order to consummate such Permitted Acquisition, in each case, in accordance with the applicable requirements of Section 6.11; (v) the proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) costs, fees and expenses (other than to Affiliates) related to any equity or debt offering not prohibited by this Agreement (whether or not successful) and directly attributable to the operation of the Parent Borrower and its Restricted Subsidiaries; and (vi) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of Holdings or any direct or indirect parent company of Holdings to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Parent Borrower and the Restricted Subsidiaries, only to the extent such amounts are deducted, for the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, in calculating Consolidated EBITDA for any period; (h) the Parent Borrower or any of its Restricted Subsidiaries may (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition and (b) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (i) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration (i) such payment would have complied with the provisions of this Agreement and (ii) no Event of Default occurred and was continuing; (j) the declaration and payment of dividends on the Parent Borrower’s common stock following the first public offering of the Parent Borrower’s common stock or the common stock of any of its direct or indirect parents after the Closing Date, of up to 6% per annum of the net proceeds received by or contributed to the Parent Borrower in or from any such public offering, other than public offerings with respect to the Parent Borrower’s common stock registered on Form S-4 or Form S-8; (k) purchases of Equity Interests of CCOH permitted by Section 7.02(p) or 7.02(v)(ii); and (l) in addition to the foregoing Restricted Payments and so long as no Default or Event of Default then exists shall have occurred and be continuing or would result therefrom, the Parent Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make additional Restricted Payments in an aggregate amount, together with the aggregate amount of repayments, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Sections 7.12(a)(vii), not to exceed the sum of (i) the greater of $1,000,000,000 since 400,000,000 and (ii) the Effective Date; and Available Amount at such time. Notwithstanding anything to the contrary contained in Article VII (including Sections 7.02 and 7.12 and this Section 7.06), the Parent Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly pay any cash dividend or make any cash distribution on or in respect of the Parent Borrower’s Equity Interests or purchase or otherwise acquire for cash any Equity Interests of the Parent Borrower or any direct or indirect parent of the Parent Borrower, for the purpose of directly or indirectly paying any cash dividend or making any cash distribution to, or acquiring any Equity Interests of the Parent Borrower or any direct or indirect parent of the Parent Borrower for cash from, the Sponsors, or guarantee any Indebtedness of any Affiliate of the Parent Borrower for the purpose of paying such dividend, making such distribution or so acquiring such Equity Interests to or from the Sponsors, in each case by means of utilization of the cumulative dividend and investment credit provided by the use of the Available Amount or the exceptions provided by Sections 7.02(n) and (p), Sections 7.06(i) and (l) and Section 7.12(a)(vii), unless (x) so long as no Default or Event of Default then exists or would result therefromat the time and after giving effect to such payment, the Borrower may make Restricted Payments not Total Leverage Ratio for the Test Period than last ended is less than 6.0 to 1.0 and (y) such payment is otherwise permitted under in compliance with this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrentAgreement.

Restricted Payments. The Borrower will notDeclare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, and will not permit any of its Restricted Subsidiaries to, declare or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member (including ABG), whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Group Member (collectively, “Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayments”), exceptexcept that: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) the Borrower may (x) repurchase fractional shares of its Equity Interests arising out of stock dividendsGuarantor; provided, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or that any Restricted non-Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower Guarantor may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiariesany Group Member; (viiib) so long as no Default or Event of Default then exists shall have occurred and be continuing, the Borrower may pay dividends to Holdings and Holdings may pay dividends to ABG to purchase ABG common stock or common stock options from present or former officers or employees of any Group Member upon the death, disability or termination of employment of such officer or employee; (c) the Borrower may make Restricted Payments to Holdings to permit Holdings to (i) pay corporate overhead expenses incurred in the ordinary course of business and (ii) pay any taxes that are due and payable by Holdings or the Borrower; (i) the Borrower may make Restricted Payments to Holdings to permit Holdings to pay dividends to any higher tier entity to provide for the payment of (A) Parent Expenses, (B) Related Taxes and (C) any Taxes that are due and payable by any Group Member as part of a consolidated group or which have been paid for the account of any Group Member pursuant to the Tax Sharing Agreement and (ii) so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may make Restricted Payments to Holdings to permit Holdings to make Restricted Payments to any Parent in an aggregate amount not to exceed $40,000,000, less the amount of Investments made pursuant to Section 7.7(u) and payments made under Section 7.8(a)(vi); (e) Investments permitted by Section 7.7; (f) any Subsidiary may make Restricted Payments (including in respect of management fees) to the holders of the Capital Stock of such Subsidiary ratably based on the respective ownership interests of such holders; (g) [reserved]; (h) Restricted Payments in an aggregate amount not to exceed the Available Amount on the date such Restricted Payments are made, so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) after giving pro forma effect to such Restricted Payment, the Consolidated Coverage Ratio would be greater than 2.00 to 1.00; (i) Restricted Payments in an aggregate amount outstanding at the time such Restricted Payments are made not exceeding an amount equal to 1% of Consolidated Tangible Assets, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, ; (j) the Borrower may declare make Restricted Payments to any Parent to pay dividends on or purchase or repurchase the common stock or equity of such Parent in an amount not to exceed in any fiscal year $25,000,000, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; (k) the Borrower may make Restricted Payments to any Parent to make payments to holders of the Capital Stock of the Borrower or any Parent in lieu of issuance of fractional shares of such Capital Stock, not to exceed $5,000,000 in the aggregate, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; (l) the Borrower may make Restricted Payments to repurchase Capital Stock of the Borrower made by exchange for, or out of the proceeds of the substantially concurrent issuance or sale of, Capital Stock of the Borrower or a substantially concurrent capital contribution to the Borrower, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; provided, that the Net Cash Proceeds from such issuance, sale or capital contribution shall be excluded in subsequent calculations under clause (c) of the Available Amount; (m) the Borrower may pay dividends within 60 days after the date of declaration thereof if at such date of declaration such dividend would have been permitted under this Section 7.6, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (n) any other Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower Consolidated Leverage Ratio is not greater than 3.50 to 1.00, and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists shall have occurred and be continuing or would result therefrom. provided, if, after giving pro forma effect to such that if the Group Member’s action or event meets the criteria of more than one of the types of Restricted PaymentPayments described in the clauses above, the Borrower in its sole discretion may classify (and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare reclassify) such action or make Restricted Payments event in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and one or more clauses (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted including in part under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment one such clause and the issuance of Equity Interests are substantially concurrentin part under another such clause).

Restricted Payments. The Borrower No Credit Party will, nor will not, and will not it permit any of its Restricted Subsidiaries to, declare or make make, or agree to pay or make, directly or indirectly, any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment, except: (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower Credit Party or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments declare and pay dividends with respect to the Borrower its Equity Interests payable solely in additional shares (or any options or warrants with respect to such shares) of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interestshaving equal or inferior voting power, designations, preferences and rights; (ii) Subsidiaries of the Borrower may declare and make pay dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified ratably with respect to their Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower Holdings or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower Holdings may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or agreements for directors, management, employees or other eligible service providers of the Borrower and its Subsidiaries; (iv) the Borrower and each Subsidiary may make Restricted Payments (directly or indirectly) to Holdings or the Borrower that are used by Holdings or the Borrower, as the case may be, to (A) pay federal, state and local income taxes then due and owing, franchise taxes and other similar expenses and operating expenses incurred in the ordinary course of business or (B) make payments pursuant to the NOL Agreement; (v) dividends may be paid by Holdings on shares of its Restricted common stock within sixty (60) days after the date of declaration thereof, so long as such dividend would have been permitted under clause (xiv) hereof if paid on the date of such declaration; (vi) Holdings or any Subsidiary of Holdings may repurchase, redeem, retire or otherwise acquire any outstanding Equity Interests of Holdings or any of its Subsidiaries that have been held or beneficially owned by any employee, officer or director of such Person (or similarly related individual) upon the death, disability, termination or similar event which ends the relationship between such Person and such individual; (vii) Holdings or any of its Subsidiaries may repurchase, redeem or otherwise acquire or retire for value any Equity Interests in Holdings or any of its Subsidiaries that is held by any current or former employee, director or consultant (or their estates or the beneficiaries of such estates) of Holdings or any of its Subsidiaries; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests, shall not exceed $10,000,000 during any Fiscal Year, provided, further, that any amount not utilized shall be carried forward to the next succeeding Fiscal Year (with any such acquisitions during such succeeding Fiscal Year being allocated first against the amount permitted in such Fiscal Year before being allocated to such carryforward); (viii) Holdings’ purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests with the proceeds received contemporaneously from the issue of new Equity Interests with equal or inferior voting powers, designations, preferences and rights; (ix) Holdings or any of its Subsidiaries may make repurchases of Equity Interests deemed to occur upon the exercise of stock options if such Equity Interests represent a portion of the exercise price thereof; (x) Holdings or any of its Subsidiaries may make any purchase or acquisition from, or retain any withholding on issuances to, any employee of the Borrower or any of its Subsidiaries of Equity Interests to satisfy any applicable federal, state or local tax payments in respect of the receipt of Equity Interests of the Borrower or any of its Subsidiaries; (xi) the Borrower may make cash dividends to Holdings to make principal, interest, and other payments on or relating to Indebtedness of Holdings permitted by Section 11.01 or to fund other Restricted Payments permitted to be made by Holdings hereunder; (xii) any Subsidiary may accept capital contributions from its parent to the extent permitted under Section 11.04; (xiii) Holdings or any Subsidiary of Holdings, including Mergersub, may make payments to the holders of the shares of Target in connection with, and pursuant to the terms of, the Exchange Offer, any Top-Off Purchases and the Merger Agreement; (xiv) the Credit Parties and their Subsidiaries may make Restricted Payments from time to time not otherwise permitted hereunder so long as immediately before and immediately after giving effect to such Restricted Payments and to any related Borrowings (1) no Default or Event of Default then exists shall have occurred and be continuing or would result therefrom, therefrom and (2) the Borrower may declare or make aggregate amount for all such Restricted Payments if, after giving pro forma effect made pursuant to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using 11.06(xiv) shall not exceed the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrent.limitations set forth below:

Restricted Payments. The Borrower will notDeclare or make, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, declare or make any Restricted Payments with respect Payment, or incur any obligation (contingent or otherwise) to the Borrower or any of its Restricted Subsidiariesdo so, except: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted each Subsidiary may make Restricted Payments to the Borrower and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower and each Subsidiary may declare and make dividend payments or any of its other Restricted Subsidiaries and to each distributions payable solely in the common stock or other owner of common Equity Interests of such Restricted Person; (c) the Borrower and each Subsidiary ratably based on their relative ownership interests may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of the relevant class new shares of its common stock or other common Equity Interests; (iid) repurchases in the Borrower may declare ordinary course of business and make dividends payable solely in additional shares consistent with past practices of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by of the Borrower deemed to occur upon exercise of stock options or warrants if such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase represent a portion of the exercise price of or similar agreement; provided that the payment made by the Borrower tax withholding obligation with respect to such repurchase was permitted under clause (viii) options or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such timewarrants; (viie) the Borrower may make Restricted Payments in the ordinary course of business and consistent with past practices pursuant to and in accordance with stock option plans or other benefit plans for management or agreements for directors, management, employees or other eligible service providers of the Borrower and its Subsidiaries (i) in effect as of the Closing Date, or its Restricted Subsidiaries(ii) given in renewal or extension of previously existing stock option plans or other benefit plans, such renewals and extensions to be on similar terms to the existing plans, or (iii) granted in the ordinary course of business consistent with past practices and on similar terms as those stock option plans or other benefit plans in existence on the Closing Date; (viiif) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or and make scheduled quarterly dividends approved by its board of directors consistent with historical practices conducted prior to the Closing Date; (g) in addition to Restricted Payments ifpermitted by subsections (a), (b), (c), (d), (e), and (f) preceding, so long as (i) no Event of Default exists before and immediately after giving effect to any such Restricted Payment (provided that, notwithstanding the foregoing, solely in the case of dividends, such requirement shall only apply to the declaration of any such dividend and not to the payment of any such dividend), and (ii) the Borrower is in pro-forma compliance with each of the covenants in Section 7.10 after giving pro forma effect to any such proposed Restricted PaymentPayment on the date of payment or, in the case of dividends, the declaration thereof, the Borrower and its Subsidiaries may make any Restricted Subsidiaries have Liquidity Payment at any time after such payment or, in the case of at least $500,000,000;dividends, the declaration thereof; and (ixh) in addition to Restricted Payments permitted by subsections (a), (b), (c), (d), (e), (f) and (g) preceding, so long as (i) no Default or Event of Default then under Section 8.01(a) exists or would result therefrom, if, before and immediately after giving pro forma effect to any such Restricted Payment, (ii) Outstanding Amounts of all Committed Loans, Swing Line Loans and Unreimbursed Amounts (including all L/C Borrowings) on any date of any Restricted Payment are not more than zero, and (iii) the aggregate amount available to be drawn under all outstanding Letters of Credit has been Cash Collateralized, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make any Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrentPayment.

Restricted Payments. The Borrower Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, declare or pay any dividend (other than dividends payable solely in Capital Stock of the Person making such dividend) on, or make any Restricted Payments with respect to payment on account of, or set apart assets for a sinking or other analogous fund for, the Borrower purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of the Company or any Restricted Subsidiary, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of its the Company or any Restricted SubsidiariesSubsidiary (collectively, except“Restricted Payments”), except that: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower Company, any Wholly Owned Restricted Subsidiary or on account of its Capital Stock ratably to the holders thereof (or more favorably with respect to the Loan Parties or any other Wholly Owned Restricted Subsidiary); (b) Restricted Payments may be made as required pursuant to the terms of the Domination Agreement; (c) the Company may make payments in cash in lieu of the issuance of fractional shares or may repurchase partial interests in its Capital Stock for nominal amounts which are required to be repurchased in connection with the exercise of stock options or warrants to permit the issuance of only whole shares of Capital Stock; (d) Restricted Payments shall be permitted to consummate the Transactions as contemplated by the Acquisition Documents and any subsequent acquisitions of Target Shares; (e) the Company may repurchase its Capital Stock upon the cashless exercise of stock options, warrants or other convertible securities as a result of the Company accepting such options, warrants or other convertible securities as satisfaction of the exercise price of such Capital Stock; (f) the Company may pay for the repurchase, retirement or other acquisition or retirement for value of Capital Stock of the Company (including related stock appreciation rights or similar securities) held by any future, present or former director, officer, member of management, employee or consultant of the Company or any of its other Restricted Subsidiaries and to each other owner (or the estate, heirs, family members or former family members of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests any of the relevant class foregoing) (collectively, “Covered Persons”); provided that (A) at the time of Equity Interests; any such repurchase, retirement or other acquisition or retirement for value no Unmatured Default or Default exists or would result, (iiB) the Borrower may declare and make dividends payable solely aggregate amount of Restricted Payments made under this clause (f) in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) the Borrower may any fiscal year does not exceed (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, $5.0 million (the “Yearly Limit”) plus (y) the portion of the Yearly Limit from each of the immediately preceding two fiscal years (but not fiscal years ended prior to the Effective Date) which was not expended by the Company for Restricted Payments in such fiscal years (the “net exerciseCarryover Amount” or “net share settle” warrants or options or and in calculating the Carryover Amount for any fiscal year, the Yearly Limit applicable to the previous fiscal years shall be deemed to have been utilized first by any Restricted Payments made under this clause (f) in such fiscal year) plus (z) so long as no Event the net cash proceeds of Default then exists any “key-man” life insurance policies of the Company or would result therefromany of its Restricted Subsidiaries that have not been used to make any repurchases, make cash settlement payments upon the exercise retirements or acquisitions under this clause (f); provided, further, that cancellation of warrants or options to purchase its Equity Interests; (iv) the 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 Indebtedness owing to the Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower Company or any Restricted Subsidiary may make any from Covered Persons in connection with a repurchase of such securities of the Company will not be deemed to constitute a Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) for purposes of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration6.25; (vig) following a Qualifying IPOprovided no Unmatured Default or Default has occurred and is continuing, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments be made in an aggregate amount not to exceed the greater of $1,000,000,000 since 100,000,000 or 2.5% of Total Tangible Assets as shown on or determined in accordance with the Effective most recent financial statements of the Company delivered pursuant to Section 6.1(i) or (ii) (with such amount reduced by the amount of any payments, prepayments, repurchases or redemptions of or other optional or voluntarily defeasements pursuant to Section 6.26(b)); (h) provided no Unmatured Default or Default has occurred and is continuing, Restricted Payments constituting a quarterly cash dividend to the shareholders of the Company shall be permitted in an amount not to exceed $30,000,000 per quarter; provided that such amount shall automatically be modified to be 12.5 cents per share of common equity of the Company (for the avoidance of doubt, without taking into account any share splits or comparable transactions with similar effect) per quarter upon the occurrence of the Acquisition Closing Date; (i) provided no Unmatured Default or Default has occurred and is continuing, Restricted Payments shall be permitted to the extent the Company’s Total Net Leverage Ratio on a Pro Forma Basis after giving effect to such Restricted Payment is less than or equal to 2.50 to 1.00; (j) provided no Unmatured Default or Default has occurred and is continuing and the Company’s Total Net Leverage Ratio on a Pro Forma Basis after giving effect to such Restricted Payment is less than or equal to 3.00 to 1.00, Restricted Payments shall be permitted in an aggregate amount not to exceed the unused Available Amount; and (xk) so long as no Default Restricted Payments pursuant to the ▇▇▇▇▇▇▇, Incorporated 2014 Non-Qualified Stock Purchase Plan (or Event any successor thereto) in an aggregate amount (net of Default then exists or would result therefromemployee contributions) not to exceed $3,000,000 in any fiscal year. Notwithstanding anything herein to the contrary, the Borrower may make foregoing provisions of Section 6.25 will not prohibit the payment of any Restricted Payments not otherwise permitted under Payment or the consummation of any redemption, purchase, defeasance or other payment within 60 days after the date of declaration thereof or the giving of notice, as applicable, if at the date of declaration or the giving of such notice such payment would have complied with the provisions of this Section 6.04 using the proceeds of any issuance of Equity Interests; provided 6.25 (it being understood that the such Restricted Payment and shall be deemed to have been made on the issuance date of Equity Interests are substantially concurrentdeclaration or notice for purposes of such provision).

Restricted Payments. The Borrower will notDeclare or make, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, declare or make any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment, except: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any of its and to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-Wholly-Owned Restricted Subsidiary, to the Parent Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests); (i) the Parent Borrower may (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 for another class of its (or such parent’s) Equity Interests or rights to acquire its Equity Interests or with proceeds from substantially concurrent equity 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 and (ii) the Parent Borrower may declare and make dividend payments or other distributions payable solely in Qualified Equity Interests; (c) Restricted Payments made on the Closing Date to consummate the Transaction; (d) to the extent constituting Restricted Payments, the Parent Borrower and its Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.02, Section 7.04 or Section 7.07(e); (e) repurchases of Equity Interests in the ordinary course of business in the Parent Borrower (or any direct or indirect parent thereof) or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (f) the Parent Borrower or any Restricted Subsidiary may, in good faith, pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of it or any direct or indirect parent thereof held by any future, present or former employee, director, manager, officer or consultant (or any Affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Parent Borrower (or any direct or indirect parent of the Parent Borrower) or any of its Subsidiaries 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 Holdings (or any direct or indirect parent thereof), the Parent Borrower or any Subsidiary; provided that such payments do not to exceed $35,000,000 in any calendar year, 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 aggregate amount of all Restricted Payments made pursuant to this Section 7.06(f) in any calendar year (after giving effect to such carry forward) shall not exceed $70,000,000; provided, further, that cancellation of Indebtedness owing to the Parent Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries from members of management of the Parent Borrower, any of the Parent Borrower’s direct or indirect parent companies or any of the Parent Borrower’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of any of the Parent Borrower’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement; (g) the Parent Borrower and its Restricted Subsidiaries may make Restricted Payments to any direct or indirect holder of an Equity Interest in the Parent Borrower: (i) the proceeds of which will be used to pay a Permitted Tax Distribution or a Permitted Canadian Part VI.1 Tax; (ii) the Borrower may declare proceeds of which shall be used to pay such equity holder’s operating costs and make dividends payable solely expenses incurred in additional shares the ordinary course of Borrower’s Qualified 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) any judgments, settlements, penalties, fines or other costs and expenses in respect of any claim, litigation or proceeding, (y) fees and expenses (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 Parent Borrower to the extent the proceeds are used or will be used to pay expenses or other obligations described in this Section 7.06(g)) which are reasonable and may exchange Equity Interests for customary and incurred in the ordinary course of business and attributable to the ownership or operations of the Parent Borrower and its Qualified Equity InterestsSubsidiaries (including any reasonable and customary indemnification claims made by directors, managers or officers of any direct or indirect parent of the Parent Borrower attributable to the direct or indirect ownership or operations of the Parent Borrower and its Subsidiaries) and fees and expenses otherwise due and payable by the Parent Borrower or any Restricted Subsidiary and permitted to be paid by the Parent Borrower or such Restricted Subsidiary under this Agreement not to exceed $20,000,000 in any fiscal year; (iii) the Borrower may proceeds of which shall be used to pay franchise and excise taxes, and other fees and expenses, required to maintain its (x) repurchase fractional shares or any of its Equity Interests arising out of stock dividends, splits direct or combinations, business combinations indirect parents’) existence (including any costs or conversions of convertible expenses associated with being a public company listed on a national securities or exercises of warrants or options, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interestsexchange); (iv) to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) the Parent Borrower may redeem or otherwise cancel such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests Interests) to be held by or rights in respect thereof granted to (or make payments on behalf of) directors, officers, employees or other providers of services contributed to the Parent Borrower and or a Restricted Subsidiary or (2) the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating merger (to the vestingextent permitted in Section 7.04) of the Person formed or acquired into it or a Restricted Subsidiary in order to consummate such Permitted Acquisition, settlement or exercise in each case, in accordance with the requirements of such Equity Interests or rightsSection 6.10; (v) following the proceeds of which shall be used to pay customary costs, fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement; and (vi) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company or partner of the Parent Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Parent Borrower and its Restricted Subsidiaries; (h) the Parent 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 Qualifying IPOdistribution pursuant to this Section 7.06(h) shall be deemed to have utilized capacity under such other provision of this Agreement); (i) the Parent Borrower or any Restricted Subsidiary may (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition and (b) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; (j) the Parent Borrower or any Restricted Subsidiary may make additional Restricted Payments in an amount, when aggregated with the amount expended pursuant to Section 7.08(a)(iii)(A), not to exceed $500,000,000; (k) the Parent Borrower or any Restricted Payment Subsidiary may make additional Restricted Payments in an amount not to exceed the Available Amount; provided that has been declared at the time of any such Restricted Payment, no Event of Default shall have occurred and be continuing or would result therefrom; (l) the declaration and payment by the Parent Borrower of dividends on the common stock or common equity interests of the Parent Borrower or Holdings following a public offering of such common stock or common equity interests following the Closing Date, in an amount not to exceed 6.0% of the proceeds received by or contributed to the Parent Borrower in or from any such public offering in any fiscal year; (m) the declaration and payment by the Parent Borrower or any Restricted SubsidiarySubsidiary (or the making of Restricted Payments to allow any direct or indirect parent thereof to declare and pay) of cash dividends with respect to the Preferred Stock in an amount not to exceed 9.0% per annum of the liquidation preference thereof; (n) following the second anniversary of the Closing Date, so long as the Parent Borrower or any Restricted Subsidiary may pay (Aor make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of all or any portion of the Preferred Stock; provided that (i) at the time of such Restricted Payment was permitted under and after giving effect thereto and to the incurrence of any Indebtedness in connection therewith, (x) the First Lien Senior Secured Leverage Ratio as of the end of the most recent Test Period, on a Pro Forma Basis, would be no greater than 3.75:1.00 and (y) the Total Leverage Ratio as of the end of the most recent Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00 and (ii) no Restricted Payment pursuant to this clause (viiin) may be financed with the proceeds of Indebtedness incurred (or deemed incurred) pursuant to clause (i) of Section 2.14(a) in violation of the leverage ratios set forth in clause (i) of this Section 6.04 proviso; (o) the Parent Borrower or any Restricted Subsidiary may make additional Restricted Payments; provided that, at the time so declared and (B) of such Restricted Payment is made within 60 days of such declaration; Payment, (vii) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or has occurred and is continuing and (ii) the Total Leverage Ratio of the Parent Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000;be no greater than 4.50:1.00; and (ixp) so long as no Default the Parent Borrower or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such any Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower Subsidiary may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since connection with the Effective Date; and (x) so long as no Default or Event spin-off of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds Subsidiaries whose sole assets consist of any issuance of Equity Interestsreal property and assets incidental thereto; provided that the Restricted Payment and First Lien Senior Secured Leverage Ratio of the issuance Parent Borrower as of Equity Interests are substantially concurrentthe end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, declare or make make, directly or indirectly, any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment, exceptexcept that: (ia) any Restricted Subsidiary of the Borrower may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests holders of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (iib) the Borrower may declare and make pay dividends with respect to its Equity Interests payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange or Disqualified Equity Interests permitted hereunder; (c) the Borrower may make Restricted Payments, not exceeding $10,000,000 during any Fiscal Year (together with any Restricted Payments permitted under this clause (c) in the immediately prior Fiscal Year (without giving effect to this parenthetical) and not used in such prior Fiscal Year), pursuant to and in accordance with stock option plans, related stockholder agreements or other similar agreements, or other benefit plans approved by the Borrower’s board of directors for directors, officers or employees of the Borrower and the Restricted Subsidiaries, less any amount of Indebtedness issued pursuant to Section 6.01(q); (d) prior to an IPO, the Borrower may make Restricted Payments, not exceeding $10,000,000 in the aggregate, in connection with the purchase, redemption, retirement, acquisition, exchange, conversion, cancelation or termination of any Equity Interest in the Borrower held by an employee of the Borrower or any Subsidiary upon such employee’s termination, death or disability; (e) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with (i) any dividend, split or combination of its Equity Interests or (ii) the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (f) the Borrower may make any repurchase of Equity Interests of the Borrower that is deemed to occur upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such stock options; (g) the Borrower may make any repurchase of Equity Interests of the Borrower that is deemed to occur upon the non-cash exercise of Equity Interests to pay Taxes due upon such exercise; (h) concurrently with any issuance of Qualified Equity Interests (other than Cure Amounts), the Borrower may redeem, purchase or retire any Equity Interests of the Borrower using the proceeds of, or convert or exchange any Equity Interests of the Borrower for, such Qualified Equity Interests; (iiii) in connection with or after an IPO, (i) any Restricted Payment to pay listing fees and other costs and expenses attributable to being a publicly traded company which are reasonable and customary and (ii) additional Restricted Payments in an aggregate amount per annum not to exceed an amount equal to 6.0% the net proceeds received by (or contributed to) the Borrower may and its Restricted Subsidiaries from such IPO; (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, (y) “net exercise” or “net share settle” warrants or options or (zj) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower has occurred and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPOis continuing, the Borrower or any Restricted Subsidiary may make any other Restricted Payment that has been declared Payments not otherwise permitted by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPOin an aggregate amount not exceeding, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into Restricted Payments are made and immediately after giving effect thereto, the Available Amount at such time; provided that at the time of any such Restricted Payments and immediately after giving effect thereto, the Borrower shall be in compliance with the financial covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis as if it was a of the last day of the Fiscal Quarter of the Borrower most recently ended; (k) so long as no Event of Default has occurred and is continuing, the Borrower and any Restricted Subsidiary may make other Restricted Payments not otherwise permitted by this Section so long as at the time of the making of any such Restricted Payment made by pursuant to this clause (k) and immediately after giving effect thereto, the Total Secured Net Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the Fiscal Quarter of the Borrower at such timemost recently ended, is less than or equal to 2.50 to 1.00; (viil) the Borrower and any Restricted Subsidiary may make Restricted Payments with respect to or on account of (i) management, consulting and advisory fees and (ii) reimbursement of out-of-pocket costs and expenses incurred in connection with management, consulting and advisory services, in each case to the Permitted Holders solely to the extent required by the Sponsor Management Agreement; provided that no Default shall have occurred and be continuing or would result therefrom; (m) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers any repurchase of Equity Interests of the Borrower that is deemed to occur upon the cashless exercise of stock options, warrants or its Restricted Subsidiariesother convertible securities as a result of the Borrower accepting a portion of such options, warrants or other convertible securities as satisfaction of the exercise price of such Equity Interests; (viiin) so long as no Default or Event of Default then exists or would result therefromon the Effective Date, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, pay the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective DateSpecified Dividend; and (xo) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise Additional Distributions that were originally permitted under clauses (a) through (n) of this Section 6.04 using 6.07. Notwithstanding the proceeds foregoing, the making of any issuance dividend, payment or other distribution or the consummation of Equity Interests; provided that any irrevocable redemption within 180 days after the Restricted Payment and date of declaration of such dividend, payment or other distribution or giving of the issuance redemption notice, as applicable, will not be prohibited if, at the date of Equity Interests are substantially concurrentdeclaration or notice, such dividend, payment or other distribution or redemption would have complied with the terms of this Agreement.

Restricted Payments. The Borrower will notDeclare or make, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, declare or make any Restricted Payments with respect Payment, or incur any obligation (contingent or otherwise) to the Borrower or any of its Restricted Subsidiariesdo so, except: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted each Subsidiary may make Restricted Payments to the Borrower and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower and each Subsidiary may declare and make dividend payments or any of its other Restricted Subsidiaries and to each distributions payable solely in the common stock or other owner of common Equity Interests of such Restricted Person; (c) the Borrower and each Subsidiary ratably based on their relative ownership interests may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of the relevant class new shares of its common stock or other common Equity Interests; (iid) repurchases in the Borrower may declare ordinary course of business and make dividends payable solely in additional shares consistent with past practices of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by of the Borrower deemed to occur upon exercise of stock options or warrants if such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase represent a portion of the exercise price of or similar agreement; provided that the payment made by the Borrower tax withholding obligation with respect to such repurchase was permitted under clause (viii) options or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such timewarrants; (viie) the Borrower may make Restricted Payments in the ordinary course of business and consistent with past practices pursuant to and in accordance with stock option plans or other benefit plans for management or agreements for directors, management, employees or other eligible service providers of the Borrower and its Subsidiaries (i) in effect as of the Closing Date, or its Restricted Subsidiaries(ii) given in renewal or extension of previously existing stock option plans or other benefit plans, such renewals and extensions to be on similar terms to the existing plans, or (iii) granted in the ordinary course of business consistent with past practices and on similar terms as those stock option plans or other benefit plans in existence on the Closing Date; (viiif) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or and make scheduled quarterly dividends approved by its board of directors consistent with historical practices conducted prior to the Closing Date; (g) in addition to Restricted Payments ifpermitted by subsections (a), (b), (c), (d), (e) and (f) preceding, so long as (i) no Event of Default exists before and immediately after giving effect to any such Restricted Payment (provided that, notwithstanding the foregoing, solely in the case of dividends, such requirement shall only apply to the declaration of any such dividend and not to the payment of any such dividend), and (ii) the Borrower is in pro-forma compliance with each of the covenants in Section 7.10 after giving pro forma effect to any such proposed Restricted PaymentPayment on the date of payment or, in the case of dividends, the declaration thereof, the Borrower and its Subsidiaries may make any Restricted Subsidiaries have Liquidity Payment at any time after such payment or, in the case of at least $500,000,000;dividends, the declaration thereof; and (ixh) in addition to Restricted Payments permitted by subsections (a), (b), (c), (d), (e), (f) and (g) preceding, so long as (i) no Default or Event of Default then under Section 8.01(a) exists or would result therefrom, if, before and immediately after giving pro forma effect to any such Restricted PaymentPayment and (ii) Outstanding Amounts of all Committed Loans on any date of any Restricted Payment are not more than zero, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make any Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrentPayment.

Restricted Payments. The Borrower will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, declare or make any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment; provided, excepthowever, that: (ia) any Restricted Subsidiary of the Borrower may declare and make Restricted Payments to the Borrower or to a Subsidiary Guarantor or any direct or indirect wholly-other wholly owned Restricted Subsidiary of the BorrowerBorrower (and, if applicable, in the case of a Restricted Payment made by a Qualified Joint Venture to other holders of its outstanding Capital Stock (other than Disqualified Stock) on a pro rata basis); (b) the Borrower may pay dividends or distributions and make board approved share repurchases in respect of its common Capital Stock or Preferred Stock in an aggregate amount per fiscal quarter not to exceed $0.08 per share of common stock of the Borrower or, after a Holding Company Reorganization, the Holding Company (as such amount shall be appropriately adjusted for any stock splits, stock dividends, reverse stock splits, stock consolidations or other similar transactions); (c) the Borrower may make payments of current interest on any Subordinated Indebtedness, subject to the subordination terms thereof, and any non-wholly-owned Restricted Subsidiary on the Junior Securities; (d) the Borrower may make Restricted Payments payments of Indebtedness solely by issuance of the Capital Stock (other than Disqualified Stock) of the Borrower to a Person other than the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity InterestsSubsidiaries; (iie) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers Capital Stock of the Borrower deemed to occur upon the “cashless” exercise of warrants, options or its Restricted Subsidiaries; similar rights held by employees and directors, and to make payments in respect of or purchase restricted stock and similar stock based awards under employee benefit plans and to settle employees’ and directors’ tax liabilities (viiiif any) so long as no Default or Event of Default then exists or would result therefromrelated thereto, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since 100,000,000 during the Effective Date; andterm of this Agreement; (xf) so long as (i) no Default or Event of Default then exists has occurred and is continuing or would result therefromafter giving effect to such Restricted Payment, (ii) [reserved] and (iii) the Borrower shall be in compliance with the Debt Incurrence Test, the Borrower may (A) declare and make dividends to holders of its Capital Stock, (B) fund payments of current interest on any Permitted Holding Company Indebtedness, (C) fund payments, prepayments and repurchases of principal of any Permitted Holding Company Indebtedness, (D) make payments, prepayments and repurchases of Subordinated Indebtedness or Junior Securities of the Borrower and its Restricted Subsidiaries and (E) repurchase its Capital Stock (or, after the completion of a Holding Company Reorganization make Restricted Payments to the Holding Company, or any Intermediate Holding Company, to fund repurchases of the Capital Stock of the Holding Company), in an amount not otherwise permitted under to exceed the sum of: (1) $15,000,000 in the aggregate during the term of this Section 6.04 using Agreement; plus (2) the proceeds of any issuance of Equity InterestsAvailable Amount; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrent.that:

Restricted Payments. The Borrower will notNo Credit Party shall, and will not no Credit Party shall suffer or permit any of its Subsidiaries to make, directly or indirectly, Restricted Payments, except that any Subsidiary of the Borrower may declare and pay dividends to the Borrower and to any other Person who owns such Equity Interests to the extent made on a pro rata basis, and except that: (a) the Borrower may (i) declare and make dividend payments or other Restricted Payments payable solely in its Equity Interests (other than any Disqualified Equity); (b) the Borrower and its Subsidiaries may (i) pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests or settlement of equity-based awards or the settlement or vesting of other equity-based awards if such Equity Interests represent a portion of the exercise price of, or tax withholdings with respect to, declare such options, warrants or make other equity-based awards of such Subsidiary (or 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 distributes of any of the foregoing) of such Subsidiary (or the Borrower) or any of its Subsidiaries; provided that the aggregate amount of Restricted Payments with respect made pursuant to this clause (b) shall not exceed $3,000,000 in any calendar year; provided further that cancellation of Indebtedness owing to the Borrower or any Subsidiary from members of its management of the Borrower, any of the Borrower’s direct or indirect parent companies or any of the Borrower’s Restricted Subsidiaries, except:Subsidiaries in connection with a repurchase of Equity Interests of any of the Borrower’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement; (ic) any Restricted Subsidiary of the Borrower may make Restricted Payments distributions to make cash payments in lieu of issuing fractional shares in connection with the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner exercise of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests parent convertible into or exchangeable for Equity Interests of such parent; provided, however, that any such cash payment shall not be for the relevant class purpose of Equity Interestsevading the limitations of this Agreement; (iid) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests[reserved]; (iiie) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests[reserved]; (ivf) the Borrower may redeem or otherwise cancel repurchases of 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower deemed to occur upon exercise of stock options or its Restricted Subsidiaries; (viii) so long as no Default warrants or Event the settlement or vesting of Default then exists other equity-based awards if such Equity Interests represent a portion of the exercise price of, or would result therefromtax withholdings with respect to, the Borrower may declare such options, warrants or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Dateother equity-based awards; and (xg) so long as no Default or Event of Default then exists or would result therefromto the extent constituting Restricted Payments, the Borrower Credit Parties and their Subsidiaries may make Restricted Payments not otherwise enter into transactions expressly permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment by Sections 5.2, 5.3 and the issuance of Equity Interests are substantially concurrent5.6.

Restricted Payments. The Borrower will notDeclare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, and will not permit any of its Restricted Subsidiaries to, declare or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Group Member (collectively, “Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayments”), exceptexcept that: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) the Borrower may (x) repurchase fractional shares of its Equity Interests arising out of stock dividendsGuarantor; provided, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or that any Restricted non-Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower Guarantor may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiariesany Group Member; (viiib) so long as no Default or Event of Default then exists or would result therefromshall have occurred and be continuing, the Borrower may declare pay dividends to Holdings and Holdings may pay dividends to ABG to purchase ABG common stock or common stock options from present or former officers or employees of any Group Member upon the death, disability or termination of employment of such officer or employee; (c) the Borrower may make Restricted Payments if, after giving pro forma effect to such Restricted Payment, Holdings to permit Holdings to (i) pay corporate overhead expenses incurred in the Borrower ordinary course of business and its Restricted Subsidiaries have Liquidity of at least $500,000,000(ii) pay any taxes that are due and payable by Holdings or the Borrower; (ixi) the Borrower may make Restricted Payments to Holdings to permit Holdings to pay dividends to any higher tier entity to provide for the payment of (A) Parent Expenses, (B) Related Taxes and (C) any Taxes that are due and payable by any Group Member as part of a consolidated group or which have been paid for the account of any Group Member pursuant to the Tax Sharing Agreement and (ii) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower shall have occurred and its Restricted Subsidiaries would have Liquidity of less than $500,000,000be continuing, the Borrower may declare or make Restricted Payments to Holdings to permit Holdings to make Restricted Payments to any Parent in an aggregate amount not to exceed $40,000,000, less the amount of Investments made pursuant to Section 7.7(u) and payments made under Section 7.8(a)(vi); (e) Investments permitted by Section 7.7; (f) any Subsidiary may make Restricted Payments (including in respect of management fees) to the holders of the Capital Stock of such Subsidiary ratably based on the respective ownership interests of such holders; (g) the Borrower may make Restricted Payments to Holdings to permit Holdings to repay the ABG Convertible Notes in an aggregate amount not to exceed $250,000,000 (less the amount of payments made pursuant to Section 7.8(a)(iv); and (h) Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default Available Amount on the date such Restricted Payments are made. provided, that if the Group Member’s action or Event event meets the criteria of Default then exists or would result therefrommore than one of the types of Restricted Payments described in the clauses above, the Borrower in its sole discretion may make Restricted Payments not otherwise permitted classify (and reclassify) such action or event in one or more clauses (including in part under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment one such clause and the issuance of Equity Interests are substantially concurrentin part under another such clause).

Restricted Payments. The Borrower will notDeclare or make, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, declare or make any Restricted Payments with respect Payment, or incur any obligation (contingent or otherwise) to the Borrower or any of its Restricted Subsidiariesdo so, except: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted each Subsidiary may make Restricted Payments to the Borrower and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower and each Subsidiary may declare and make dividend payments or any of its other Restricted Subsidiaries and to each distributions payable solely in the common stock or other owner of common Equity Interests of such Restricted Person; (c) the Borrower and each Subsidiary ratably based on their relative ownership interests may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of the relevant class new shares of its common stock or other common Equity Interests; (iid) repurchases in the Borrower may declare ordinary course of business and make dividends payable solely in additional shares consistent with past practices of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by of the Borrower deemed to occur upon exercise of stock options or warrants if such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase represent a portion of the exercise price of or similar agreement; provided that the payment made by the Borrower tax withholding obligation with respect to such repurchase was permitted under clause (viii) options or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such timewarrants; (viie) the Borrower may make Restricted Payments in the ordinary course of business and consistent with past practices pursuant to and in accordance with stock option plans or other benefit plans for management or agreements for directors, management, employees or other eligible service providers of the Borrower and its Subsidiaries (i) in effect as of the Closing Date, or its Restricted Subsidiaries(ii) given in renewal or extension of previously existing stock option plans or other benefit plans, such renewals and extensions to be on similar terms to the existing plans, or (iii) granted in the ordinary course of business consistent with past practices and on similar terms as those stock option plans or other benefit plans in existence on the Closing Date; (viiif) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or and make scheduled quarterly dividends approved by its board of directors provided that no such scheduled quarterly dividend shall exceed the amount of the scheduled quarterly dividend permitted to be declared and made by the Parent Company for such quarter under the Parent Credit Agreement; (g) in addition to Restricted Payments ifpermitted by subsections (a), (b), (c), (d), (e) and (f) preceding, so long as (i) no Event of Default exists before and immediately after giving effect to any such Restricted Payment (provided that, notwithstanding the foregoing, solely in the case of dividends, such requirement shall only apply to the declaration of any such dividend and not to the payment of any such dividend), and (ii) the Borrower is in pro-forma compliance with each of the covenants in Section 7.10 after giving pro forma effect to any such proposed Restricted PaymentPayment on the date of payment or, in the case of dividends, the declaration thereof, the Borrower and its Subsidiaries may make any Restricted Subsidiaries have Liquidity Payment at any time after such payment or, in the case of at least $500,000,000;dividends, the declaration thereof; and (ixh) in addition to Restricted Payments permitted by subsections (a), (b), (c), (d), (e), (f) and (g) preceding, so long as (i) no Default or Event of Default then under Section 8.01(a) exists or would result therefrom, if, before and immediately after giving pro forma effect to any such Restricted PaymentPayment and (ii) Outstanding Amounts of all Committed Loans on any date of any Restricted Payment are not more than zero, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make any Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrentPayment.

Restricted Payments. The Borrower will not, and nor will not it permit any of its Restricted Subsidiaries to, declare or make make, or agree to pay or make, directly or indirectly, any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment, exceptexcept that: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect whollyNon-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Guarantor Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity InterestsSubsidiaries; (iib) any Restricted Subsidiary of the Borrower may declare and make pay dividends payable to the Borrower or any Subsidiary Guarantor; (c) the Borrower and any of its Restricted Subsidiaries may declare and pay dividends with respect to its capital stock at any time solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interestscommon stock; (iiid) the Borrower may (x) repurchase fractional shares and any 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with (i) stock option plans or other benefit plans or compensation plans, (ii) agreements existing on the Effective Date and (iii) agreements entered into after the Effective Date, provided that payments under such future agreements do not exceed $5,000,000 in any fiscal year, in each case, for directors, management, management or employees of the Borrower and any of its Restricted Subsidiaries in the ordinary course of business; (e) [reserved]; (f) the Borrower and its Restricted Subsidiaries may make cash payments in lieu of issuing fractional shares in connection with the exercise of Equity Rights convertible into or other eligible service providers exchangeable for Equity Interests of the Borrower or its Restricted Subsidiaries; (viiig) so long as no Default shall have occurred and be continuing, any Restricted Subsidiary that is not wholly-owned may make distributions payable to the other equity holders of such Restricted Subsidiary on a pro rata basis; (h) Restricted Payments resulting from the cashless exercise of stock options; (i) the Borrower and its Restricted Subsidiaries may issue Equity Interests in connection with the exercise of Equity Rights arising under Indebtedness not prohibited hereunder and convertible into or Event exchangeable for Equity Interests of the Borrower or its Restricted Subsidiaries; and (j) so long as no Default then exists shall have occurred and be continuing or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and any of its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make other Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since 25,000,000 in any fiscal year of the Effective DateBorrower, less such amounts, if any, used pursuant to Section 6.07(ii)(x) in such fiscal year; and provided that if the Total Indebtedness Ratio is less than 2.50:1.00 immediately after giving effect to such Restricted Payment, based on the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (x) so long as no Default or Event of Default then exists or would result therefromb), recomputed on a pro forma basis, the Borrower and its Restricted Subsidiaries may make additional Restricted Payments not otherwise in cash; provided further, that, for avoidance of doubt, any extension, renewal or refinancing of debt securities that are convertible into or exchangeable for shares of capital stock (whether common or preferred), partnership interests, membership interests in a limited liability company (whether common or preferred), beneficial interests in a trust or other equity ownership interests, in each case, of the Borrower or any Restricted Subsidiary, shall be permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrent6.06 so long as such extension, renewal or refinancing is not otherwise prohibited by this Agreement.

Restricted Payments. The Borrower will notDirectly or indirectly, and will not permit any of its Restricted Subsidiaries todeclare, declare order, pay or make or set apart any sum for any Restricted Payments Payment except that Borrower may make the following Restricted Payments: (a) Any Subsidiary of Borrower may declare and pay dividends to Borrower or a Subsidiary Guarantor; (b) Holdings, Borrower or any Subsidiary of Borrower may declare and make dividend payments or other distributions payable solely in its common stock or other equity securities; (c) So long as no Default has occurred and is continuing or could reasonably be expected to result therefrom Borrower may make distributions to Holdings in an amount not to exceed $250,000 per Fiscal Year and $1,000,000 in the aggregate, which are distributed by Holdings to ZILLC to permit ZILLC to redeem from management equityholders, membership interests, warrants or options to acquire any such membership interests; (d) In the event Borrower or any Subsidiary Guarantor files a consolidated income tax return with Holdings, Borrower or such Subsidiary Guarantor may make distributions to Holdings to permit Holdings to pay federal and state income taxes then due and owing and franchise taxes and other similar licensing expenses incurred in the ordinary course of business; provided that the amount of such distribution shall not be greater, nor the receipt by Borrower or such Subsidiary Guarantor, as applicable, of tax benefits less, than they would have been had Borrower or such Subsidiary Guarantor not filed a consolidated return with Holdings; (e) Borrower may pay the Management Fee; provided that the amount of the Management Fee paid in respect of any Fiscal Year does not exceed the lesser of (i) the amount of Management Fee due and payable pursuant to the Management Agreement for such Fiscal Year and (ii) Management Fee Limitation Amount applicable to that Fiscal Year; provided, however, that if Borrower is not permitted to pay the full amount of the Management Fee (the “Actual Fee”) due pursuant to the Management Agreement in any Fiscal Year as a result of the applicable Management Fee Limitation Amount, the amount of the Actual Fee not paid in respect of such Fiscal Year (the “Accrued Fee”) may be carried forward to subsequent Fiscal Years and paid to the extent that the Actual Fee with respect to such subsequent Fiscal Year is less than the Management Fee Limitation Amount applicable to such subsequent Fiscal Year; (f) Borrower or any of its Restricted Subsidiaries, exceptmay make the following additional distributions and payments: (i) any Restricted Subsidiary of the Borrower may make Restricted Payments distributions to the Borrower permit Holdings to pay, or to any direct or indirect wholly-owned Restricted Subsidiary reimburse Holdings for, general administrative costs, overhead expenses, and other expenses incurred by Holdings in the ordinary course of the business and related to Borrower, in each case, as and when due and payable; provided, however, that amounts paid pursuant to this clause (f)(i) shall not exceed $50,000 in any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity InterestsFiscal Year; (ii) the Borrower may declare and make dividends payable solely pay reimbursement amounts due pursuant to Section 2.1 of the Management Agreement; provided that the amount of such payments pursuant to this clause (f)(ii) shall not exceed $75,000 in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests;any Fiscal Year, and (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options distributions to purchase its Equity Interests; (iv) the Borrower may redeem or Holdings and/or ZILLC to pay directors’ and board observers’ fees and expenses not 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 reimbursable pursuant to the Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreementManagement Agreement; provided that the payment made by the Borrower with respect amount of such payments pursuant to such repurchase was permitted under this clause (viiif)(iii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount shall not to exceed $1,000,000,000 since the Effective Date65,000 in any Fiscal Year; and (xg) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not distributions or otherwise permitted under this Section 6.04 using pay the proceeds of any issuance of Equity InterestsConsulting Fees; provided that such distributions and payments pursuant to this clause (g) shall not exceed $100,000 in any Fiscal Year in the Restricted Payment case of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (which amount shall include all direct and the issuance of Equity Interests are substantially concurrentindirect compensation payable to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇).

Restricted Payments. The Borrower Such Obligor will not, and will not permit any of its Restricted Subsidiaries to, declare or make make, or agree to pay or make, directly or indirectly, any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment, except: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make pay dividends with respect to its capital stock payable solely in additional shares of Borrower’s Qualified its capital stock (other than Disqualified Equity Interests); (b) Borrower may purchase, redeem, retire, or otherwise acquire shares of its capital stock or other Equity Interests and may exchange with the proceeds received from a substantially concurrent issue of new shares of its capital stock or other Equity Interests for its Qualified (other than Disqualified Equity Interests); (c) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests; (iiid) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with restricted stock agreements, stock option plans or other benefit plans or agreements for management, directors, managementconsultants or employees of Borrower and its Subsidiaries, employees or other eligible service providers except that all such Restricted Payments made in cash shall be limited to an aggregate amount of the Borrower or its Restricted Subsidiaries$100,000 in any fiscal year of Borrower; (viiie) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, pay cash in lieu of the Borrower and its Restricted Subsidiaries have Liquidity issuance of at least $500,000,000fractional shares; (ixf) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare honor any conversion requests in respect of any convertible securities of Borrower permitted under Section 9.01 into Equity Interests (other than Disqualified Equity Interests) of Borrower pursuant to the terms of such convertible securities or make Restricted Payments otherwise in an aggregate amount not exchange therefor; (g) Borrower may issue its Equity Interests (other than Disqualified Equity Interests) upon the exercise of warrants or options to exceed $1,000,000,000 since purchase Equity Interests of Borrower; (h) Borrower or any Subsidiary may receive or accept the Effective Datereturn to Borrower or any Subsidiary of Equity Interests of Borrower constituting a portion of the purchase price consideration in settlement of indemnification claims in connection with a Permitted Acquisition pursuant to Section 9.03(e); and (xi) so long as no Default Borrower or Event of Default then exists or would result therefrom, the Borrower any Subsidiary may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of payments or distributions to dissenting stockholders pursuant to applicable law in connection with any issuance of Equity Interests; Permitted Acquisition, provided that such amounts when taken together with the Restricted Payment and aggregate consideration paid or payable for all Permitted Acquisitions shall not exceed the issuance of Equity Interests are substantially concurrentamounts permitted by Section 9.03(e).

Restricted Payments. The Borrower will notNo Credit Party shall, and will not or shall permit any of its Subsidiaries that are Restricted Subsidiaries to, declare or make any Restricted Payments with respect to the Borrower or Payment at any of its Restricted Subsidiaries, excepttime; provided that: (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any another Credit Party that is a wholly-owned Subsidiary of its other Restricted Subsidiaries and to each other owner of Equity Interests the Borrower or is wholly-owned by the Credit Party who is the recipient of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests;payment, (ii) the Borrower and any Restricted Subsidiary may declare and make pay dividends payable solely on its Capital Stock in additional the form of shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests;additional Capital Stock so long as no Change of Control shall result from the payment of such share dividend, (iii) the Borrower may (x) make Restricted Payments in respect of dividends or other payments on Capital Stock, repurchase fractional shares of Capital Stock and payments on Permitted Subordinated Indebtedness in any Fiscal Year not in excess 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, (y) “net exercise” or “net share settle” warrants or options or (z) income for the previous fiscal year so long as no Event of Unmatured Default or Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests;, (iv) so long as no Default exists, the Borrower may redeem or otherwise cancel Equity Interests or rights in respect thereof granted to (or make payments on behalf of) directors, officers, employees repurchase or other providers acquisition of services to the Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise Capital Stock of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by from employees, former employees, directors or former directors of the Borrower or such any Restricted Subsidiary, so long as Subsidiary (A) such Restricted Payment was or permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days transferees of such declaration;employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors of the Borrower under which such individuals purchase or sell, or are granted the option to purchase or sell, shares of such Capital Stock; provided, however, that the aggregate amount of such repurchases and other acquisitions (excluding amounts representing cancellation of Indebtedness) shall not exceed $5,000,000 (or its equivalent in any other currency) in any calendar year, (v) repurchases of Capital Stock may occur upon exercise of stock options if such Capital Stock represents a portion of the exercise price of such options, (vi) following a Qualifying IPOcash payments may be made in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time;Borrower, (vii) the Borrower may make Restricted Payments pursuant may be made from the proceeds, not required to and in accordance with stock option plans or be applied to pay other benefit plans or agreements for directorsIndebtedness, management, employees or other eligible service providers of the issuance of new Capital Stock to a Person that is not the Borrower or its Restricted Subsidiaries;a Subsidiary, and (viii) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make other Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount be made not to exceed $1,000,000,000 since 20,000,000 (or its equivalent in any other currency) in the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrentaggregate.

Restricted Payments. The Borrower will notDeclare or make, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, declare or make any Restricted Payments with respect Payment, or incur any obligation (contingent or otherwise) to the Borrower or any of its Restricted Subsidiariesdo so, exceptexcept that: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted each Subsidiary may make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the Borrower type of Equity Interest in respect of which such Restricted Payment is being made; (b) each Loan Party and each Subsidiary may declare and make dividend payments or any of its other Restricted Subsidiaries and to each other owner of distributions payable solely in common Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity InterestsPerson; (iic) the Borrower may declare and purchase, redeem, retire, defease or make dividends payable solely other payments in additional shares respect of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) the Borrower may (x) repurchase fractional 2,598 shares of its Equity Interests arising out or any warrant, right or option to acquire such Equity Interests pursuant to certain Stock Purchase Agreements (Restated) between the Borrower and certain owners of stock dividends, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests, as in effect on the Closing Date; (ivd) no Default exists immediately prior and after giving effect thereto, the Borrower may purchase, redeem, retire, defease any of its Equity Interests pursuant to certain Restated Stock Transfer Restriction Agreements between the Borrower and certain owners of Equity Interests; or (e) the 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 pay quarterly cash dividends to the Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower ESOP with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by Borrower’s Class C Preferred Stock and additional contributions from the Borrower at such time; (vii) to the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments ESOP in an aggregate amount not to exceed $1,000,000,000 since 30,000,000 for any fiscal year of the Effective DateBorrower, provided that within five Business Days of making such payment the Borrower receives a payment in cash from the ESOP as a payment of principal, interest or other charges on Indebtedness of the ESOP to the Borrower; and (xf) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make other Restricted Payments not otherwise so long as (i) no Default exists immediately prior and after giving effect thereto and (ii) upon giving effect to such Restricted Payment, (A) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 on a Pro Forma Basis and (B) the Consolidated Net Leverage Ratio as so calculated is at least 0.25 less than the maximum then permitted under this Section 6.04 using 8.11(a) (and, in the proceeds case of any issuance of Equity Interests; provided that the Restricted Payment and in excess of $10,000,000, the issuance of Equity Interests are substantially concurrentBorrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate with respect thereto).

Restricted Payments. The Borrower will notDeclare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, and will not permit any of its Restricted Subsidiaries to, declare or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member (including ABG), whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Group Member (collectively, “Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayments”), exceptexcept that: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) the Borrower may (x) repurchase fractional shares of its Equity Interests arising out of stock dividendsGuarantor; provided, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or that any Restricted non-Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower Guarantor may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiariesany Group Member; (viiib) so long as no Default or Event of Default then exists or would result therefromshall have occurred and be continuing, the Borrower may declare pay dividends to Holdings and Holdings may pay dividends to ABG to purchase ABG common stock or common stock options from present or former officers or employees of any Group Member upon the death, disability or termination of employment of such officer or employee; (c) the Borrower may make Restricted Payments ifto Holdings to permit Holdings to (i) pay corporate overhead expenses incurred in the ordinary course of business and (ii) pay any taxes that are due and payable by Holdings or the Borrower; (i) the Borrower may make Restricted Payments to Holdings to permit Holdings to pay dividends to any higher tier entity to provide for the payment of (A) Parent Expenses, (B) Related Taxes and (C) any Taxes that are due and payable by any Group Member as part of a consolidated group or which have been paid for the account of any Group Member pursuant to the Tax Sharing Agreement and (ii) so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may make Restricted Payments to Holdings to permit Holdings to make Restricted Payments to any Parent in an aggregate amount not to exceed $40,000,000, less the amount of Investments made pursuant to Section 7.7(u) and payments made under Section 7.8(a)(vi); (e) Investments permitted by Section 7.7; (f) any Subsidiary may make Restricted Payments (including in respect of management fees) to the holders of the Capital Stock of such Subsidiary ratably based on the respective ownership interests of such holders; (g) the Borrower may make Restricted Payments to Holdings to permit Holdings to repay the ABG Convertible Notes in an aggregate amount not to exceed $250,000,000 (less the amount of payments made pursuant to Section 7.8(a)(iv); (h) Restricted Payments in an aggregate amount not to exceed the Available Amount on the date such Restricted Payments are made, so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000Consolidated Coverage Ratio would be greater than 2.00 to 1.00; (ixi) Restricted Payments in an aggregate amount outstanding at the time such Restricted Payments are made not exceeding an amount equal to 1% of Consolidated Tangible Assets, so long as no Default or Event of Default then exists shall have occurred and be continuing or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, ; (j) the Borrower may declare or make Restricted Payments to any Parent to pay dividends on or purchase or repurchase the common stock or equity of such Parent in an aggregate amount not to exceed in any fiscal year $1,000,000,000 since the Effective Date; and (x) 25,000,000, so long as no Default or Event of Default then exists shall have occurred and be continuing or would result therefrom, ; (k) the Borrower may make Restricted Payments to any Parent to make payments to holders of the Capital Stock of the Borrower or any Parent in lieu of issuance of fractional shares of such Capital Stock, not otherwise to exceed $5,000,000 in the aggregate, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; (l) the Borrower may make Restricted Payments to repurchase Capital Stock of the Borrower made by exchange for, or out of the proceeds of the substantially concurrent issuance or sale of, Capital Stock of the Borrower or a substantially concurrent capital contribution to the Borrower, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom; provided, that the Net Cash Proceeds from such issuance, sale or capital contribution shall be excluded in subsequent calculations under clause (c) of the Available Amount; (m) the Borrower may pay dividends within 60 days after the date of declaration thereof if at such date of declaration such dividend would have been permitted under this Section 6.04 using 7.6, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom. provided, that if the proceeds Group Member’s action or event meets the criteria of any issuance more than one of Equity Interests; provided that the types of Restricted Payment Payments described in the clauses above, the Borrower in its sole discretion may classify (and the issuance of Equity Interests are substantially concurrentreclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).

Restricted Payments. The Borrower Parent will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make (unless such agreement is contingent upon such Restricted Payment not being prohibited by this Agreement), directly or indirectly, any Restricted Payment, except: (a) Parent may declare and pay dividends or make other Restricted Payments with respect to the Borrower or Equity Interests payable solely in additional Equity Interests of Parent (other than Disqualified Capital Stock); (b) Parent and any of its Restricted Subsidiaries, except: Subsidiaries may repurchase (i) Equity Interests upon the exercise of Equity Equivalents if such Equity Interests represent a portion of the exercise price of such Equity Equivalents and (ii) Equity Interests from any current or former officer, director, employee or consultant to comply with Tax withholding obligations relating to Taxes payable by such person upon the grant or award of such Equity Interests (or upon vesting thereof); (c) Parent and any Restricted Subsidiary Subsidiaries may make cash payments in lieu of the Borrower may make Restricted Payments to issuance of fractional shares in connection with the Borrower exercise or to any direct or indirect wholly-owned Restricted Subsidiary conversion of the Borrower, and any non-wholly-owned Equity Equivalents; (d) Any Restricted Subsidiary may declare and pay dividends or make Restricted Payments other distributions to the Borrower or any holders of its Equity Interests; provided that in the case of a dividend or other distribution by a non-Wholly Owned Restricted Subsidiaries and Subsidiary, such dividends or distributions shall be made ratably with respect to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (iie) the Borrower may declare Parent and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the any Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option incentive plans or other employee benefit plans or agreements for directors, management, officers or employees or other eligible service providers of the Borrower or Parent and its Restricted Subsidiaries; (viiif) so long as no Default or Event of Default then exists has occurred and is continuing or would result therefrom, the Borrower may declare or make Restricted Payments if, arise after giving effect (including pro forma effect to such Restricted Paymenteffect) thereto, the Borrower Parent and its any Restricted Subsidiaries have Liquidity may purchase Equity Interests from present or former officers, directors or employees of at least Parent or any Subsidiary upon the death, disability, retirement or termination of employment or service of such officer, director or employee, in an aggregate amount not exceeding $500,000,00010,000,000 in any fiscal year of Parent; (ixg) Parent or any Restricted Subsidiary may purchase any call option (or similar instrument) to purchase Equity Interests (other than Disqualified Capital Stock) of Parent permitted under Section 7.04(m) and exercise any call or similar rights thereunder; provided that after giving effect to the issuance of the convertible or exchangeable debt securities referred to in Section 7.04(m), (x) the Total Leverage Ratio shall be less than or equal to 3.00 to 1.00 and (y) the Secured Leverage Ratio shall be less than or equal to 2.25 to 1.00, in each case as of the end of the most recently completed Test Period and on a pro forma basis in accordance with Section 1.03(c); (h) the payment of any dividend or distribution, or the consummation of any irrevocable redemption, within 60 days after the date of declaration of the dividend or distribution or giving of the redemption notice, as the case may be, if at such date of declaration or redemption notice such dividend, distribution or redemption, as the case may be, would have complied with this Section 7.06; (i) so long as no Default or Event of Default then exists has occurred and is continuing or would result therefrom, if, arise after giving effect (including pro forma effect to such Restricted Paymentform effect) thereto, the Borrower Parent and its Restricted Subsidiaries would have Liquidity of less than $500,000,000may make Restricted Payments; provided however to the extent, after giving effect (including pro forma effect) to any such Restricted Payments, the Borrower may declare or make Total Leverage Ratio is in excess of 2:00:1.00, the aggregate amount of such Restricted Payments shall not exceed the sum of (i) $100,000,000 and (ii) if the Available Amount Conditions have been met, the Available Amount; (j) other Restricted Payments of Parent and its Restricted Subsidiaries in an aggregate amount not to exceed $1,000,000,000 since 30,000,000 during the Effective Dateterm of this Agreement; and (xk) so long as no Default or Event of Default then exists or would result therefrom, the Borrower Parent and its Restricted Subsidiaries may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds purchase any remaining outstanding Equity Interests (and any Equity Equivalents) of any issuance Subsidiary acquired in an Investment made in compliance with Section 7.04 that was structured as a tender offer pursuant to which not less than a majority of Equity Interests; provided that the Restricted Payment and the issuance of such Subsidiary’s Equity Interests are substantially concurrentwas acquired.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, declare or make make, or agree to pay or make, directly or indirectly, any Restricted Payments with respect Payment, except: (a) Subsidiaries may declare and pay dividends and other distributions (i) to the Borrower or any of its Restricted Subsidiaries, except: other Loan Party or (iii) any Restricted Subsidiary of the Borrower may make Restricted Payments ratably with respect to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (iib) the Borrower and its Subsidiaries may make Restricted Payments in exchange for, or out of the proceeds received from, any substantially concurrent issuance (other than to a Subsidiary) of additional Equity Interests of the Borrower (other than Disqualified Stock); (c) the Borrower may declare and make pay dividends with respect to its Equity Interests payable solely in additional shares of Borrower’s Qualified its Equity Interests (other than Disqualified Stock); (d) the Borrower and each Subsidiary may exchange consummate (i) repurchases, redemptions or other acquisitions or retirements for value of Equity Interests deemed to occur upon the exercise of stock options, warrants, rights to acquire Equity Interests or other convertible securities to the extent such Equity Interests represents a portion of the exercise or exchange price thereof and (ii) any repurchases, redemptions or other acquisitions or retirements for its Qualified value of Equity Interests made or deemed to be made in lieu of withholding Taxes in connection with any exercise, vesting, settlement or exchange, as applicable, of stock options, warrants, restricted stock, restricted stock units or other similar rights; (e) the Borrower and each Subsidiary may make payments of cash in lieu of issuing fractional Equity Interests; (iiif) the Borrower and each Subsidiary may (x) repurchase fractional shares make payments or distributions to dissenting stockholders pursuant to applicable Requirements of its Equity Interests arising out Law in connection with a merger, consolidation or transfer of stock dividends, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interestsassets that is not prohibited under Section 6.01 and that is not otherwise prohibited hereunder; (ivg) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by within sixty (60) days after the Borrower or such Restricted Subsidiarydate of declaration thereof, so long as (A) if at the date of declaration the making of such Restricted Payment was permitted under clause (viii) would have complied with the provisions of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration;Agreement; and (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (viih) the Borrower and each Subsidiary may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefromas, the Borrower may declare or make Restricted Payments if, immediately after giving pro forma effect to the making of such Restricted PaymentPayments, (i) the Borrower shall be in Pro Forma Financial Covenant Compliance and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ixii) so long as no Default or Event of Default then exists shall have occurred and be continuing or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrent.

Restricted Payments. The Borrower will notDeclare or make, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, declare or make any Restricted Payments with respect Payment, or incur any obligation (contingent or otherwise) to the Borrower or any of its Restricted Subsidiaries, exceptdo so except that: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Wholly Owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and pay dividends or make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for other distributions to its Qualified Equity Interests; (iii) the Borrower may (x) repurchase fractional shares of its Equity Interests arising out of stock dividendsequity holder and, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Default or Event of Default then exists shall have occurred and be continuing at the time of any such Restricted Payment or would result therefrom, any other Restricted Subsidiary may declare and pay dividends or make cash settlement payments upon the exercise of warrants or options other distributions ratably to purchase its Equity Interestsequity holders; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viiib) so long as no Default or Event of Default then exists shall have occurred and be continuing at the time of any such Restricted Payment or would result therefrom, the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (c) Intermediate Holdings, the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in its Equity Interests (other than Disqualified Stock); (d) the Loan Parties may make Restricted Payments ifneeded to effect the Transactions, and in connection therewith, the Loan Parties may make Restricted Payments to Permitted Holders on the Acquisition Date or within five (5) Business Days after the Acquisition Date in an amount equal to the aggregate amount of cash which Permitted Holders have contributed to the Escrow Borrower after the Closing Date and prior to the Acquisition Date for the purpose of funding the interest component of the Escrow Account; (e) Intermediate Holdings may make Restricted Payments to its equity holders to pay (i) (x) for any taxable period for which Intermediate Holdings and/or any of its Subsidiaries are members of a consolidated, combined or similar income tax group for U.S. federal and/or applicable state or local income Tax purposes of which a direct or indirect parent of Intermediate Holdings is the common parent (a “Tax Group”), the portion of any U.S. federal, state or local income Taxes (as applicable) of such Tax Group for such taxable period that are attributable to the income of the Borrower and/or its Subsidiaries; provided that (i) the amount of such dividends or other distributions for any taxable period shall not exceed the amount of such Taxes that Borrower and/or its Subsidiaries, as applicable, would have paid had Borrower and/or its Subsidiaries, as applicable, been a stand-alone taxpayer (or a stand-alone group) and (ii) dividends or other distributions in respect of an Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were made by such Unrestricted Subsidiary to Borrower or any of its Restricted Subsidiaries for such purpose; and (y) any franchise or similar taxes and other amounts (including fees and expenses) required to maintain the existence of Holdings and (ii) the operating costs and expenses of Holdings incurred in the ordinary course of business and other overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers, directors and employees, which are reasonable and customary and incurred in the ordinary course of business, attributable to the ownership or operations of the Borrower and the Subsidiaries; (f) Intermediate Holdings may make other Restricted Payments (not specified in the other clauses of this Section 6.05) to holders of its Equity Interests, in an amount not to exceed (i) $50,000,000 plus (ii) so long as the Total Leverage Ratio of Intermediate Holdings shall be not more than 4.75 to 1.00 on a pro forma basis after giving pro forma effect to such Restricted Payment, the Borrower Available Amount during the term of this Agreement, so long as (x) no Default or Event of Default shall have occurred and its be continuing at the time of any such Restricted Subsidiaries have Liquidity Payment or would result therefrom and (y) Intermediate Holdings shall be in compliance, on a pro forma basis, with the financial covenant contained in Section 6.13, regardless of whether such financial covenant is required to be tested at least $500,000,000such time; (ixg) Intermediate Holdings may repurchase Equity Interests to the extent such repurchase is deemed to occur upon the exercise of stock options if such Equity Interests represent a portion of the exercise price thereof; and (h) so long as no Default or Event of Default then exists has occurred and is continuing or would result therefrombe caused thereby, ifIntermediate Holdings may make Restricted Payments to be used for the repurchase, after redemption or other acquisition or retirement for value of any Equity Interests of Intermediate Holdings held by any current, future or former officer, director, employee or consultant of any Loan Party (or permitted transferees, heirs or estates of such current, future or former officer, director, employee or consultant) pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement, plan or arrangement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed (a) $20,000,000 in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving pro forma effect to such Restricted Paymentclause (b)) of $30,000,000 in any calendar year), plus (b) the aggregate cash proceeds received by the Borrower and its Restricted Subsidiaries would have Liquidity from any issuance or reissuance of less than $500,000,000Equity Interests to directors, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefromofficers, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using employees and consultants and the proceeds of any issuance of Equity Interests“key man” life insurance policies; provided further that the cancellation of Indebtedness owing to the Borrower or its Restricted Payment and the issuance Subsidiaries from members of management in connection with such repurchase of Equity Interests are substantially concurrentwill not be deemed to be a Restricted Payment.

Restricted Payments. The Borrower will notDeclare or make, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, declare or make any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment, except: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned each Restricted Subsidiary may make Restricted Payments to the Borrower or and to the other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-Wholly Owned Restricted Subsidiary, to the Borrower and any of its the other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests); (i) the Borrower may redeem in whole or in part any of its Equity Interests for another class of Equity Interests or rights to acquire its Equity Interests or with proceeds from substantially concurrent equity 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 new Equity Interests are at least as advantageous to the Lenders as those contained in the Equity Interests redeemed thereby and (ii) the Borrower and each of its Restricted Subsidiaries may declare and make dividends dividend payments or other distributions payable solely in additional shares of Borrower’s Qualified the Equity Interests and may exchange (other than Disqualified Equity Interests for its Qualified not otherwise permitted by Section 7.03) of such Person; provided that after giving effect to any action pursuant to clause (i) and (ii) above, the same percentage of the outstanding and issued Equity InterestsInterests of the Borrower or the respective Restricted Subsidiary are pledged pursuant to the Collateral Documents as were so pledged immediately prior thereto; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (zc) so long as no Event of Default then exists or payment Default shall have occurred and be continuing or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries may repurchase or redeem (i) Equity Interests of Subsidiaries sold or issued in an amount required to satisfy tax withholding obligations relating connection with the Hospital Investment Program and (ii) Investments in joint ventures to the vestingextent required by, settlement or exercise of such Equity Interests or rightsmade pursuant to, customary buy/sell arrangements between the joint venture parties set forth in the joint venture arrangements and similar binding arrangements; (vd) following a Qualifying IPOto the extent constituting Restricted Payments, the Borrower and the Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.02, 7.03, 7.04, 7.05 or 7.08; (e) repurchases of Equity Interests in Holdings, the Borrower or any of the Restricted Subsidiary may make any Restricted Payment that has been declared by Subsidiaries deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the Borrower exercise price of such options or such Restricted Subsidiary, warrants; (f) so long as (A) no Event of Default has occurred and is continuing at such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPOtime, the Borrower may repurchase pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower (or of any such direct or indirect parent of the Borrower) by any future, present or former employee, director, consultant or distributor (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Borrower (or any direct or indirect parent of the Borrower) or any of its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or otherwise pursuant to any accelerated employee or director equity plan, employee or director stock repurchase option plan or similar any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, consultant or distributor of the Borrower (or any direct or indirect parent of the Borrower) or any of its Subsidiaries; provided that the payment made by the Borrower with respect aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $15,000,000 in any fiscal year (it being understood, however, that unused amounts permitted to such repurchase was permitted under clause (viii) or (ix) of be paid pursuant to this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such timeproviso are available to be carried over to subsequent fiscal years); (viig) the Borrower may make Restricted Payments pursuant to Holdings or to any direct or indirect parent of Holdings: (i) the proceeds of which will be used to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) the tax liability to each foreign, federal, state or local jurisdiction in respect of consolidated, combined, unitary or affiliated returns for such jurisdiction of Holdings (or such direct or indirect parent) attributable to the Borrower or its Subsidiaries determined as if the Borrower and its Subsidiaries filed separately; (ii) with respect to any taxable period during which any of the Borrower’s Subsidiary is a member of a consolidated, unitary, combined or similar income tax group in accordance with stock option plans which Holdings (or other benefit plans any direct or agreements for directorsindirect parent of Holdings, managementInc.) is the common parent, employees the proceeds of which will be used to pay the portion of its consolidated, unitary, combined or other eligible service providers similar U.S. federal, state and local and non-U.S. income taxes attributable to the income of the Borrower’s Subsidiaries in an amount not to exceed the income tax liabilities that would have been payable by the Borrower’s Subsidiaries on a stand-alone basis, reduced by any such income taxes paid or to be paid directly by the Borrower’s Subsidiaries; provided that the amount of any such payments, dividends or distributions attributable to any income of an Unrestricted Subsidiary shall be limited to the cash distributions made by such Unrestricted Subsidiary to the Borrower or its Restricted Subsidiaries for such purpose; (iii) the proceeds of which shall be used to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) operating costs and expenses incurred in the ordinary course of business, and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses incurred to third parties) that are reasonable and customary and incurred in the ordinary course of business, attributable to the ownership or operations of the Borrower and its Subsidiaries; (viiiiv) the proceeds of which shall be used to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise and excise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence; (v) to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) the Borrower shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be 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 6.11; (vi) the proceeds of which shall be used to pay costs, fees and expenses (other than to Affiliates) related to any equity or debt offering permitted by this Agreement (whether or not successful); and (vii) the proceeds of which shall be used to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) customary salary, bonus and other benefits payable to officers and employees of Holdings or any direct or indirect parent company of Holdings to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries; (h) the Borrower or any of the Restricted Subsidiaries may (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition and (b) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; (i) so long as no Default or Event of Default then exists under Section 8.01(a) or would result therefromSection 8.01(f) has occurred and is continuing at such time, the Borrower may declare payment of any dividend or make Restricted Payments ifdistribution within 60 days after the date of declaration thereof, after giving pro forma effect if at the date of declaration (i) such payment would have complied with the provisions of this Agreement and (ii) no Event of Default had occurred and was continuing; provided that such payment shall be deemed to such Restricted Payment, have been made on the Borrower and its Restricted Subsidiaries have Liquidity date of at least $500,000,000declaration thereof under the relevant provision of this Section 7.06; (ixj) the declaration and payment of dividends on the Borrower’s common stock following the first public offering of the Borrower’s common stock or the common stock of any of its direct or indirect parents after the Closing Date, of up to 6% per annum of the net proceeds received by or contributed to the Borrower in or from any such public offering, other than public offerings with respect to the Borrower’s common stock registered on Form S-4 or Form S-8; (k) payments made or expected to be made by the Borrower or any of the Restricted Subsidiaries in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options; (l) in addition to the foregoing Restricted Payments and so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower shall have occurred and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists be continuing or would result therefrom, the Borrower may make additional Restricted Payments in an aggregate amount, together with the aggregate amount of loans and advances to Holdings or any direct or indirect parent of Holdings made pursuant to Section 7.02(m)(iii) in lieu of Restricted Payments permitted by this clause (l), not otherwise permitted under this Section 6.04 using to exceed the proceeds of any issuance of Equity InterestsAvailable Amount at such time; provided that any amount contributed to the Borrower the cash proceeds of which were the basis for any incurrence of Indebtedness in reliance on the Senior Secured Leverage Ratio or Total Leverage Ratio shall not be included in the Available Amount pursuant to clause (iv) of the definition thereof for purposes of this Section 7.06(l) until the first date such Indebtedness could have been incurred without regard to the cash proceeds from such contribution; and (m) Restricted Payment and Payments contemplated by the issuance definition of Equity Interests are substantially concurrent“Transactions”.

Restricted Payments. The Borrower will notDeclare or make, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, declare or make any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment, except: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned each Restricted Subsidiary may make Restricted Payments to the Borrower or any of its and to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests); (iib) Holdings and the Borrower may declare and make dividends dividend payments or other distributions payable solely in additional shares of Borrower’s Qualified the Equity Interests and may exchange of Holdings (other than Disqualified Equity Interests for its Qualified Equity Interestsnot otherwise permitted by Section 7.03) or Borrower (if paid to Holdings); (iiic) Restricted Payments made on 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon Original Closing Date to consummate the exercise of warrants or options to purchase its Equity InterestsOriginal Closing Date Transaction; (ivd) to the Borrower may redeem or otherwise cancel Equity Interests or rights in respect thereof granted to (or make payments on behalf of) directorsextent constituting Restricted Payments, officersHoldings, employees or other providers of services to the Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement may enter into and consummate transactions expressly permitted by any provision of Section 7.04 or exercise of such Equity Interests or rights7.08 other than Section 7.08(f); (ve) following a Qualifying IPOrepurchases of Equity Interests in Holdings, the Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (f) Holdings may pay (or make Restricted Payments to allow any Restricted Payment direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Holdings (or of any such parent of Holdings) by any future, present or former employee, officer, director or consultant of Holdings (or any direct or indirect parent of Holdings) or any of its Subsidiaries pursuant to any employee or director equity plan, employee, officer 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, director or consultant of Holdings (or any direct or indirect parent of Holdings) or any of its Subsidiaries, in an amount under this clause (f) not to exceed $7,500,000 in any calendar year (with unused amounts in any calendar year being carried over to the two (2) immediately succeeding calendar years); provided that has such amount in any calendar year may be increased by an amount not to exceed (1) the amount of Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) after the Original Closing Date to the extent that such Net Cash Proceeds shall have been declared actually received by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days including through capital contribution of such declaration; Net Cash Proceeds by Holdings to the Borrower) (vi) following a Qualifying IPO, and to the Borrower may repurchase Equity Interests extent not used to reduce Capital Expenditures pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this the definition thereof or used to make an Investment pursuant to Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii7.02(o) the Borrower may or prepay Junior Financing pursuant to Section 7.13(v) or make Restricted Payments pursuant to and Section 7.06(i)), in accordance with stock option plans or other benefit plans or agreements for each case to employees, directors, managementofficers, employees members of management or other eligible service providers consultants of Holdings (or any direct or indirect parent of Holdings) or of its Subsidiaries that occurs after the Original Closing Date plus (2) the cash proceeds of key man life insurance policies received by Holdings (to the extent such proceeds are contributed to the Borrower) or any Borrower or any Restricted Subsidiary after the Original Closing Date (provided that the Borrower may elect to apply all or any portion of the Borrower or its aggregate increase contemplated by clauses (1) and (2) above in any calendar year) less (3) the amount of any Restricted SubsidiariesPayments previously made pursuant to clauses (1) and (2) of this clause (f); (viiig) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000;may make Restricted Payments to Holdings: (ixi) so long as no Default the proceeds of which will be used to pay (or Event to make Restricted Payments to allow any direct or indirect parent of Default then exists or would result therefromHoldings to pay) federal, ifstate and local income taxes to the extent such income taxes are attributable to the income of the Borrower and its Restricted Subsidiaries and, after giving pro forma effect to the extent of the amount actually received from the Unrestricted Subsidiaries, in amounts required to pay such Restricted Paymenttaxes to the extent attributable to the income of the Unrestricted Subsidiaries; provided, however, that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would have Liquidity be required to pay in respect of less than $500,000,000federal, state and local taxes for such fiscal year were the Borrower may declare and the Restricted Subsidiaries to pay such taxes as a stand-alone taxpayer; (ii) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $1,000,000,000 since 2,500,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof) attributable to the Effective Dateownership or operations of the Borrower and its Subsidiaries; (iii) the proceeds of which shall be used by Holdings to pay franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence; (iv) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 7.06(f); (v) to finance any Investment permitted to be made pursuant to Section 7.02 (other than Section 7.02(e)); provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the 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 (xvi) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement; (h) so long as no Default or Event of Default then exists shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments not otherwise permitted under this Section 6.04 using to Holdings the proceeds of any issuance which may be utilized by Holdings to make additional Restricted Payments, in an aggregate amount, together with the aggregate amount of Equity Interests; provided that (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 7.13(a)(iv) and (2) loans and advances to Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by this clause (h), not to exceed $15,000,000; (i) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payment and Payments to Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments, in an amount not to exceed the Cumulative Growth Amount immediately prior to the making of such Restricted Payment; (j) Holdings may make Restricted Payments with the net proceeds of Permitted Holdco Debt; (k) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests are substantially concurrentof the Borrower or any direct or indirect parent of the Borrower; provided, however, 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); and (l) to the extent permitted by Section 7.02, Restricted Subsidiaries may make Restricted Payments to purchase or repurchase Equity Interests of any Restricted Subsidiary from third parties so long as, after giving effect to such purchase or repurchase, the Restricted Subsidiary whose Equity Interests have been purchased or repurchased becomes a wholly-owned Subsidiary and a Guarantor.

Restricted Payments. The Borrower will notDeclare or make, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, declare or make any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment, except: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned each Restricted Subsidiary may make Restricted Payments to the Borrower or any of its and to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-Wholly-Owned Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests); (i) the Borrower may (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 for another class of its Equity Interests or rights to acquire its Equity Interests or with proceeds from substantially concurrent equity 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 and (ii) the Borrower may declare and make dividends dividend payments or other distributions payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iiic) Restricted Payments made on the Closing Date to consummate the Transactions (including any earn-out in connection with the Transactions); (d) to the extent constituting Restricted Payments, the Borrower and its Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.02, Section 7.04 or Section 7.07(e); (xe) repurchase fractional shares repurchases of its Equity Interests arising out in the ordinary course of business in the Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock dividends, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, (y) “net exercise” or “net share settle” warrants or options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (zf) so long as no Event the Borrower is in compliance with the Financial Covenants on a Pro Forma Basis, the Borrower or any Restricted Subsidiary may, in good faith, pay for the repurchase, retirement or other acquisition or retirement for value of Default then exists Equity Interests of it held by any future, present or would result therefromformer employee, make cash settlement director, manager, officer or consultant (or any Affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Borrower or any of its Subsidiaries 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, the Borrower or any Subsidiary; provided that such payments upon do not exceed $1,000,000 in any fiscal year; provided, further, that cancellation of Indebtedness owing to the exercise Borrower or any of warrants its Subsidiaries from members of management of the Borrower, or options any of the Borrower’s Restricted Subsidiaries in connection with a repurchase of Equity Interests will not be deemed to purchase its Equity Interestsconstitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement; (ivg) the Borrower or any Restricted Subsidiary may redeem pay any dividend or otherwise cancel distribution within 30 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement (it being understood that a distribution pursuant to this Section 7.06(h) shall be deemed to have utilized capacity under such other provision of this Agreement); (h) the Borrower or any Restricted Subsidiary may (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or rights combination thereof or any Permitted Acquisition and (b) honor any conversion request by a holder of convertible Indebtedness and make cash payments in respect thereof granted to (or lieu of fractional shares in connection with any such conversion and may make payments on behalf of) directors, officers, employees or other providers of services to the Borrower and the Restricted Subsidiaries convertible Indebtedness in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights;accordance with its terms; and (vi) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any additional Restricted Payment Payments; provided that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) of any such Restricted Payment is made within 60 days of such declaration; Payment, (vii) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists shall have occurred and be continuing or would result therefrom, therefrom and (ii) the Consolidated Total Leverage Ratio of the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, as of the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; most recently ended Test Period (ixcalculated on a Pro Forma Basis) so long as would be no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less greater than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrent2.00:1.00.

Restricted Payments. The Borrower will notDeclare or make, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, declare or make any Restricted Payments with respect Payment, or incur any obligation (contingent or otherwise) to the Borrower or any of its Restricted Subsidiariesdo so, except: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted each Subsidiary may make Restricted Payments to the Borrower and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower and each Subsidiary may declare and make dividend payments or any of its other Restricted Subsidiaries and to each distributions payable solely in the common stock or other owner of common Equity Interests of such Restricted Person; (c) the Borrower and each Subsidiary ratably based on their relative ownership interests may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of the relevant class new shares of its common stock or other common Equity Interests; (iid) repurchases in the Borrower may declare ordinary course of business and make dividends payable solely in additional shares consistent with past practices of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by of the Borrower deemed to occur upon exercise of stock options or warrants if such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase represent a portion of the exercise price of or similar agreement; provided that the payment made by the Borrower tax withholding obligation with respect to such repurchase was permitted under clause (viii) options or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such timewarrants; (viie) the Borrower may make Restricted Payments in the ordinary course of business and consistent with past practices pursuant to and in accordance with stock option plans or other benefit plans for management or agreements for directors, management, employees or other eligible service providers of the Borrower and its Subsidiaries (i) in effect as of the Closing Date, or its Restricted Subsidiaries(ii) given in renewal or extension of previously existing stock option plans or other benefit plans, such renewals and extensions to be on similar terms to the existing plans, or (iii) granted in the ordinary course of business consistent with past practices and on similar terms as those stock option plans or other benefit plans in existence on the Closing Date; (viiif) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or and make scheduled quarterly dividends approved by its board of directors provided that no such scheduled quarterly dividend shall exceed the amount of the scheduled quarterly dividend permitted to be declared and made by the Parent Company for such quarter under the Parent Credit Agreement; (g) in addition to Restricted Payments ifpermitted by subsections (a), (b), (c), (d), (e) and (f) preceding, so long as (i) no Event of Default exists before and immediately after giving effect to any such Restricted Payment (provided that, notwithstanding the foregoing, solely in the case of dividends, such requirement shall only apply to the declaration of any such dividend and not to the payment of any such dividend), and (ii) the Borrower is in pro-forma compliance with each of the covenants in Section 7.10 after giving pro forma effect to any such proposed Restricted PaymentPayment on the date of payment or, in the case of dividends, the declaration thereof, the Borrower and its Subsidiaries may make any Restricted Subsidiaries have Liquidity Payment at any time after such payment or, in the case of at least $500,000,000;dividends, the declaration thereof; and (ixh) in addition to Restricted Payments permitted by subsections (a), (b), (c), (d), (e), (f) and (g) preceding, so long as (i) no Default or Event of Default then under Section 8.01(a) exists or would result therefrom, if, before and immediately after giving pro forma effect to any such Restricted Payment, (ii) Outstanding Amounts of all Committed Loans, Swing Line Loans and Unreimbursed Amounts (including all L/C Borrowings) on any date of any Restricted Payment are not more than zero, and (iii) the aggregate amount available to be drawn under all outstanding Letters of Credit has been Cash Collateralized, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make any Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrentPayment.

Restricted Payments. The Borrower Parent Guarantor will not, and will not permit Lessee or any of its Restricted Subsidiaries other Subsidiary to, declare make, directly or indirectly, any Restricted Payment, except (i) the Parent Guarantor may pay dividends or make any other Restricted Payments with respect to its Equity Interests payable solely in additional Equity Interests, (ii) the Borrower Parent Guarantor may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests, (iii) the Parent Guarantor may make cash payments (A) on securities convertible into or exchangeable for Equity Interests in the Parent Guarantor in accordance with their terms or (B) in lieu of the issuance of fractional Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Parent Guarantor, (iv) Subsidiaries may (A) make dividends or other distributions to their respective equityholders with respect to their Equity Interests (which distributions shall be (x) made on at least a ratable basis to any such equityholders that are Subsidiary Guarantors and (y) in the case of a Subsidiary that is not a wholly-owned Subsidiary, made on at least a ratable basis to any such equityholders that are the Parent Guarantor or a Subsidiary), (B) make other Restricted Payments to Parent Guarantor, the Lessee or any of its Subsidiary Guarantor (either directly or indirectly through one or more Subsidiaries that are not Subsidiary Guarantors or the Lessee), (C) other than with respect to any such distributions by a Subsidiary Guarantor, make other Restricted Subsidiaries, except: Payments to a Bank Credit Agreement Specified Loan Party (ieither directly or indirectly through one or more Subsidiaries that are not Subsidiary Guarantors or the Lessee) and (D) make any Restricted Subsidiary of Payments that the Borrower Parent Guarantor would have otherwise been permitted to make pursuant to this Section 9(d), (v) the Parent Guarantor may make Restricted Payments to (A) for the Borrower repurchase, retirement or to any direct other acquisition or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner retirement for value of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests the Parent Guarantor from any future, present or former employee, officer, director or manager or consultant of the relevant class Parent Guarantor or any Subsidiary upon the death, disability, retirement or termination of Equity Interests; employment of any such Person or (iiB) pursuant to and in accordance with any agreement (including any employment agreement), stock option or stock ownership plans, incentive plans or other benefit plans, in each case for future, present or former directors, officers, managers or employees of the Parent Guarantor and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing) and (vi) the Borrower Parent Guarantor and its Subsidiaries may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) any other Restricted Payment so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options has occurred and is continuing prior to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) making such Restricted Payment was permitted under clause or would arise immediately after giving effect (viiiincluding giving effect on a pro forma basis) thereto and the aggregate amount of this Section 6.04 at the time so declared and (B) all such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers this clause (vi) during any fiscal year of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount Parent Guarantor does not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests75,000,000; provided that such Dollar limitation shall not be applicable, and such Restricted Payment shall not count against such Dollar limitation, if at the time of the making of such Restricted Payment and immediately after giving effect (on a pro forma basis) thereto, the issuance of Equity Interests are substantially concurrentTotal Leverage Ratio is equal to or less than 2.75 to 1.00.

Restricted Payments. The Borrower will notDeclare or make, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, declare or make any Restricted Payments with respect Payment, or incur any obligation (contingent or otherwise) to the Borrower or any of its Restricted Subsidiariesdo so, exceptexcept that: (ia) any Restricted each Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make dividends payable solely Restricted Payments to the Borrower, any of its Subsidiaries and, not in additional shares excess of Borrower’s Qualified its ratable share thereof, any other holder of any Equity Interests and may exchange Equity Interests for its Qualified Equity Interestsof such Subsidiary; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (zb) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare and make cash settlement dividend payments upon or other distributions payable to the exercise holders of its Equity Interests solely in the common stock or other common Equity Interests of the Borrower; (c) so long as no Default or Event of Default exists or would result therefrom, the Borrower may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to purchase 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; (ivi) the Borrower and its Subsidiaries 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 Borrower declare and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments Payments, not exceeding $5,000,000 in the aggregate for any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, managementofficers or employees of the Borrower and its Subsidiaries, employees (ii) the Borrower may repurchase Equity Interests upon the “cashless exercise” of stock options or warrants or upon the vesting of restricted stock units or performance units, if such Equity Interests represent the exercise price of such options or warrants or represent withholding Taxes due upon such exercise or vesting, and (iii) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other eligible service providers securities convertible into or exchangeable for Equity Interests in the Borrower; (e) declare and make a distribution of preferred or common share purchase rights, and redeem or exchange outstanding preferred or common share purchase rights pursuant to any rights agreements approved by the board of directors of the Borrower; provided that the consideration for any such redemption or exchange does not exceed in the aggregate $1,400,000; and (f) the Borrower may declare and make dividend payments or other distributions payable to the holders of its Equity Interests that are directors, officers or employees of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default Subsidiaries solely in the common stock or Event other Equity Interests of Default then exists or would result therefrom, the Borrower may declare pursuant to and in accordance with stock option plans or make Restricted Payments ifother benefit plans or agreements for directors, after giving pro forma effect to such Restricted Payment, officers or employees of the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrentSubsidiaries.

Restricted Payments. The Borrower will notDeclare or make, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, declare or make any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment, except: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or and to its other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Parent Borrower and any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests); (i) the Parent Borrower may redeem in whole or in part any of its Equity Interests for another class of Equity Interests or rights to acquire its Equity Interests or with proceeds from substantially concurrent equity 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 or (ii) the Parent Borrower and each of its Restricted Subsidiaries may declare and make dividends dividend payments or other distributions payable solely in additional shares of Borrower’s Qualified the Equity Interests and may exchange (other than Disqualified Equity Interests for its Qualified Equity Interestsnot otherwise permitted by Section 7.03) of such Person; (iiic) Restricted Payments made on the Borrower may Closing Date to consummate the Transactions (xincluding any amounts to be paid under, or contemplated by, the Merger Agreement) repurchase fractional shares and the fees and expenses related thereto owed to Affiliates, including any payment to holders of its Equity Interests arising out of stock dividendsthe Parent Borrower (immediately prior to giving effect to the Transactions) in connection with, splits or combinationsas a result of, business combinations or conversions of convertible securities or exercises of warrants or options, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the their exercise of warrants appraisal rights and the settlement of any claims or options to purchase its Equity Interestsactions (whether actual, contingent or potential) with respect thereto; (ivd) the 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 extent constituting Restricted Payments, the Parent Borrower and the Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.02 (other than Section 7.02(n)), 7.04 (other than a merger or consolidation of Holdings and the Parent Borrower) or 7.08 (other than Section 7.08(a) or (j)); (e) repurchases of Equity Interests in an amount required Parent, the Parent Borrower or any of the Restricted Subsidiaries deemed to satisfy tax withholding obligations relating to the vesting, settlement or occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or rightswarrants; (vf) following the Parent Borrower may pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Parent Borrower (or of any such direct or indirect parent of the Parent Borrower) by any future, present or former employee, director, officer, manager or consultant (or any Controlled Investment Affiliate or Immediate Family Member thereof) of the Parent Borrower (or any direct or indirect parent of the Parent Borrower) or any of its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or otherwise 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 future, present or former employee, director, officer, manager or consultant of the Parent Borrower (or any direct or indirect parent of the Parent Borrower) or any of its Subsidiaries (including, for the avoidance of doubt, any principal and interest payable on any notes issued by the Parent Borrower (or of any direct or indirect parent of the Parent Borrower) in connection with any such repurchase, retirement or other acquisition or retirement); provided that payments made pursuant to this paragraph (f) may not exceed in any calendar year $50,000,000 with unused amounts in any calendar year being carried over to succeeding calendar years subject to a Qualifying IPOmaximum of $75,000,000 in any calendar year; provided that any cancellation of Indebtedness owing to the Parent Borrower in connection with and as consideration for a repurchase of Equity Interests of the Parent Borrower (or any of its direct or indirect parents) shall not be deemed to constitute a Restricted Payment for purposes of this clause (f); provided that such amount in any calendar year may be increased by an amount not to exceed the sum of (1) the amount of Net Cash Proceeds of Permitted Equity Issuances to employees, directors, officers, managers or consultants (or any Controlled Investment Affiliate or Immediate Family Member thereof) of the Parent Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries that occurs after the Closing Date plus (2) the net cash proceeds of key man life insurance policies received by the Parent Borrower or any of its Restricted Subsidiary may make any Restricted Payment that has been declared by Subsidiaries after the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declarationClosing Date; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (viig) the Parent Borrower may make Restricted Payments pursuant to Holdings or to any direct or indirect parent of Holdings: (i) the proceeds of which will be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) the tax liability (including additions to tax, penalties and interests with respect thereto) to each foreign, federal, state or local jurisdiction in accordance respect of which a consolidated, combined, unitary or affiliated return is filed by Holdings (or such direct or indirect parent) that includes the Parent Borrower and/or any of its Subsidiaries, to the extent such tax liability (including additions to tax, penalties and interest with stock option plans respect thereto) does not exceed the lesser of (A) the taxes that would have been payable by the Parent Borrower and/or its Restricted Subsidiaries as a stand-alone group and (B) the actual tax liability (including additions to tax, penalties and interest with respect thereto) of Holdings’ consolidated, combined, unitary or other benefit plans or agreements for directorsaffiliated group (or, management, employees or other eligible service providers if Holdings is not the parent of the actual group, the taxes that would have been paid by Holdings, the Parent Borrower and/or the Parent Borrower’s Restricted Subsidiaries as a stand-alone group), reduced by any such payments paid or to be paid directly by the Parent Borrower or its Restricted Subsidiaries; (viiiii) the proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) its operating costs and expenses incurred in the ordinary course of business and other 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, to the extent attributable to the ownership or operations of the Parent Borrower and its Restricted Subsidiaries; (iii) the proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) legal existence; (iv) to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) the Parent Borrower shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Parent Borrower or a Restricted Subsidiary (or Loan Party if the Investment would have been required to be made in a Loan Party under Section 7.02) or (2) the merger or amalgamation (to the extent not prohibited by Section 7.04) of the Person formed or acquired into the Parent Borrower or a Restricted Subsidiary (or Loan Party if the Investment would have been required to be made in a Loan Party under Section 7.02) in order to consummate such Permitted Acquisition, in each case, in accordance with the applicable requirements of Section 6.11; (v) the proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) costs, fees and expenses (other than to Affiliates) related to any equity or debt offering not prohibited by this Agreement (whether or not successful) and directly attributable to the operation of the Parent Borrower and its Restricted Subsidiaries; and (vi) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of Holdings or any direct or indirect parent company of Holdings to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Parent Borrower and the Restricted Subsidiaries, only to the extent such amounts are deducted, for the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, in calculating Consolidated EBITDA for any period; (h) the Parent Borrower or any of its Restricted Subsidiaries may (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition and (b) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (i) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration (i) such payment would have complied with the provisions of this Agreement and (ii) no Event of Default occurred and was continuing; (j) the declaration and payment of dividends on the Parent Borrower’s common stock following the first public offering of the Parent Borrower’s common stock or the common stock of any of its direct or indirect parents after the Closing Date, of up to 6% per annum of the net proceeds received by or contributed to the Parent Borrower in or from any such public offering, other than public offerings with respect to the Parent Borrower’s common stock registered on Form S-4 or Form S-8; (k) purchases of Equity Interests of CCOH permitted by Section 7.02(p) or Section 7.02(v)(ii); and (l) in addition to the forgoing Restricted Payments and so long as no Default or Event of Default then exists shall have occurred and be continuing or would result therefrom, the Parent Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make additional Restricted Payments in an aggregate amount, together with the aggregate amount of repayments, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Sections 7.12(a)(vii), not to exceed the sum of (i) the greater of $1,000,000,000 since 400,000,000 and (ii) the Effective Date; and Available Amount at such time. Notwithstanding anything to the contrary contained in Article VII (including Sections 7.02 and 7.12 and this Section 7.06), the Parent Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly pay any cash dividend or make any cash distribution on or in respect of the Parent Borrower’s Equity Interests or purchase or otherwise acquire for cash any Equity Interests of the Parent Borrower or any direct or indirect parent of the Parent Borrower, for the purpose of directly or indirectly paying any cash dividend or making any cash distribution to, or acquiring any Equity Interests of the Parent Borrower or any direct or indirect parent of the Parent Borrower for cash from, the Sponsors, or guarantee any Indebtedness of any Affiliate of the Parent Borrower for the purpose of paying such dividend, making such distribution or so acquiring such Equity Interests to or from the Sponsors, in each case by means of utilization of the cumulative dividend and investment credit provided by the use of the Available Amount or the exceptions provided by Sections 7.02(n) and (p), Sections 7.06(i) and (l) and Section 7.12(a)(vii), unless (x) so long as no Default or Event of Default then exists or would result therefromat the time and after giving effect to such payment, the Borrower may make Restricted Payments not otherwise permitted under Total Leverage Ratio for the Test Period than last ended is less than 6.0 to 1.0 and (y) such payment is other-wise in compliance with this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrentAgreement.

Restricted Payments. The Parent Guarantor and the Borrower will not, and will not permit any of its the Restricted Subsidiaries to, declare or make directly or indirectly, any Restricted Payments with respect Payment, return any capital to the Borrower its holders of Equity Interests or make any distribution of its Restricted SubsidiariesProperty to its Equity Interest holders without the prior approval of the Majority Lenders, exceptexcept that: (i) the Parent Guarantor and the Borrower may pay dividends and distributions to their Equity Holders; provided, that (A) such dividend or distribution is paid within 65 days after the date of declaration thereof and (B) as of the date of such declaration, if such dividend or distribution had been paid as of such date of declaration, both prior to and immediately after giving pro forma effect to such payment (including any Borrowings made in connection with any such dividends and/or distributions), (1) the Borrower would have undrawn availability under the then effective Borrowing Base equal to or greater than 10% of the then effective Borrowing Base and (2) no Default or Event of Default would have existed; (ii) the Parent Guarantor, the Borrower and the Restricted Subsidiaries may each declare and pay dividends or distributions with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Capital Stock); (iii) (A) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned a Restricted Subsidiary of the BorrowerSubsidiary, and any non-wholly-owned Restricted Subsidiary (B) the Borrower may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity InterestsParent Guarantor; (iv) the Borrower may redeem or otherwise cancel Equity Interests or rights in respect thereof granted to (or make payments on behalf of) directorsParent Guarantor, officers, employees or other providers of services to the Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers employees, directors and consultants of the Parent Guarantor, the Borrower or and its Restricted Subsidiaries; (viiiv) so long as the Parent Guarantor and the Borrower may declare and pay dividends or distributions consisting of Equity Interests in Unrestricted Subsidiaries; and (vi) during the period commencing on the Sixth Amendment Effective Date and ending on December 31, 2021, the Parent Guarantor may make Restricted Payments other than dividends and distributions; provided that both prior to and after giving pro forma effect thereto (including any Borrowings made in connection with any such Restricted Payments), (A) no Default or Event of Default has occurred and is continuing, (B) the aggregate amount of Restricted Payments made under this clause (vi) during the period between the Sixth Amendment Effective Date and December 31, 2021 shall not exceed $100,000,000, (C) the ratio of Total Debt to EBITDAX does not exceed (x) during the period between the Sixth Amendment Effective Date and the date on which financial statements have been, or are required to have been, delivered pursuant to Section 8.01(b) with respect to the fiscal quarter ending June 30, 2021, 3.50 to 1.00 and (y) at all times thereafter, 3.00 to 1.00, (D) the aggregate amount of Restricted Payments made under this clause (vi) at a time when the ratio of Total Debt to EBITDAX exceeds 3.00 to 1.00 shall not exceed $50,000,000 (which amounts under this sub-clause (D), for the avoidance of doubt, shall also be counted against the aggregate $100,000,000 cap set forth in sub-clause (B) above), and (E) the Borrower would have undrawn availability under the then exists effective Borrowing Base equal to or would result therefromgreater than 75% of the then effective Borrowing Base. For all purposes under this clause (vi), the Borrower may declare ratio of Total Debt to EBITDAX shall be calculated based on (1) Total Debt as of any date of calculation and (2) EBITDAX for the Borrower’s most recently ended four full fiscal quarters for which financial statements have been delivered pursuant to Section 8.01(a) or make Restricted Payments if(b), as applicable, after giving pro forma effect to such Restricted Payment, the Borrower Payments and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to any Borrowings made in connection with such Restricted PaymentPayments, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments otherwise in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this accordance with Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrent9.01(a).

Restricted Payments. The Borrower will notDeclare or make, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, declare or make any Restricted Payments with respect Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests, except that, so long as no Default shall have occurred and be continuing at the Borrower time of any action described below or any of its Restricted Subsidiaries, exceptwould result therefrom: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted each Subsidiary may make Restricted Payments to the Borrower and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower and each Subsidiary may declare and make dividend payments or any of its other Restricted Subsidiaries and to each distributions payable solely in the common stock or other owner of common Equity Interests of such Restricted Person; (c) the Borrower and each Subsidiary ratably based on their relative ownership interests may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of the relevant class new shares of its common stock or other common Equity Interests; (iid) the Borrower may declare issue and make dividends payable solely in additional shares of Borrower’s Qualified sell its common Equity Interests and may exchange Equity Interests for its Qualified Equity InterestsJBO Stock; (iiie) the Borrower may issue (xi) repurchase fractional shares of its Equity Interests arising out restricted stock units issued pursuant to the 2000 Stock Incentive Plan, (ii) securities issuable upon exercise of stock dividends, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, and (yiii) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon securities pursuant to the exercise of warrants or options to Borrower’s employee stock purchase its Equity Interestsplan; (ivf) Equity Repurchases; (g) the Borrower may redeem or otherwise cancel issue Equity Interests or rights in respect thereof granted to (or make payments on behalf of) directors, officers, employees or other providers of services to connection with the Borrower 2014 Notes Offering and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise conversion of such Equity Interests or rights2014 Convertible Notes; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (viih) the Borrower may make Restricted Payments in connection with the 2014 Convertible Notes pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers the terms of the Borrower or its Restricted Subsidiaries2014 Notes Offering Documents; (viiii) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity may make cash payments in lieu of at least $500,000,000; (ix) so long as no Default fractional entitlements to securities or Event of Default then exists or would result therefrom, if, after giving pro forma effect may round fractional entitlements to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Datea whole security; and (xj) the Borrower may issue Equity Interests in connection with the Ridge Acquisition, so long as no Default or Event the Net Cash Proceeds (if any) from such issuance are applied to pay a portion of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrentRidge Acquisition’s purchase price.

Restricted Payments. The Borrower will notDeclare or pay any dividend on, and will not permit any of its Restricted Subsidiaries to, declare or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement, cancellation, termination or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, whether in Cash or property or in obligations of any Group Member (collectively, “Restricted Payments Payments”), directly or indirectly, except that (i) the Parent Borrower may declare and pay dividends with respect to the Borrower its Capital Stock payable solely in additional limited or any of its Restricted Subsidiariesgeneral partnership interests, except: (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower Company may declare and make pay dividends with respect to its Capital Stock payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; common stock, (iii) the Borrower Subsidiaries may (x) repurchase fractional shares of its Equity Interests arising out of stock dividendsdeclare and pay dividends ratably with respect to their Capital Stock, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Parent Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or agreements for directors, management, employees or other eligible service providers of the Parent Borrower and its Subsidiaries (including, without limitation, any Plans), (v) the Parent Borrower may make Restricted Payments the proceeds of which will be used to pay tax liabilities of Americold Realty Operation, Inc., a Delaware corporation, to the extent (A) such payments are permitted under the Parent Borrower’s Governing Documents and (B) such tax liability is attributable to Americold Realty Operation, Inc.’s ownership of Capital Stock of the Parent Borrower, (vi) the Parent Borrower and its Subsidiaries may (directly or indirectly, as the case may be) make Restricted Payments to the Company; provided that (x) the Parent Borrower shall not make aggregate Restricted Payments to the Company that are attributable to any period of four consecutive fiscal quarters in excess of the greater of (A) 90% of Normalized Adjusted FFO for such period of four consecutive fiscal quarters (less any amounts used for Investments in Non-Qualified Asset Subsidiaries) and (B) the minimum amount required for the Company to maintain its REIT status, comply with the minimum distribution requirement under Section 857(a) of the Code and avoid imposition on the Company of income and excise taxes under Sections 857 and 4981 of the Code and (y) if a Default or an Event of Default (other than under Section 10.1(a) or (h)) has occurred and is continuing, the Parent Borrower may only make Restricted Subsidiaries; (viii) so long Payments to the Company in the minimum amounts required to be made by the Company in order to maintain its status as no a REIT; provided further, however, that the Parent Borrower may not make any Restricted Payments to the Company if a Default or Event of Default then exists under Section 10.1(a) or would result therefrom, (h) has occurred and is continuing or all or any portion of the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, Obligations have been accelerated and (vii) the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower Company may make Restricted Payments not otherwise permitted under with any amounts received by it from the Parent Borrower pursuant to clause (vi) of this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrent9.5.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or make any Restricted Payments with respect to the Borrower or any distribution of its Restricted SubsidiariesProperty to its Equity Interest holders, except: (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (iia) the Borrower may declare and make pay dividends and distributions with respect to its Equity Interests payable solely in additional shares of Borrower’s Qualified its Equity Interests (other than Disqualified Capital Stock); (b) Subsidiaries may declare and may exchange Equity Interests for its Qualified pay dividends to other Loan Parties ratably with respect to their Equity Interests; (iiic) the Borrower may (x) repurchase fractional shares declare and pay quarterly cash dividends of its Available Cash to the holders of any Equity Interests arising out of stock dividends, splits the Borrower in accordance with the Borrower’s Organization Documents; provided that no Default or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists at the time of or would result therefromafter giving effect to such Restricted Payment; (d) the Borrower may make a Restricted Payment to the Existing Borrower on or within five (5) Business Days after the Effective Date so long as, make cash settlement payments upon after giving effect to all outstanding Loans hereunder at the exercise time of warrants such Restricted Payment and the payment of such Restricted Payment, the Loan Parties’ outstanding Indebtedness of the type described in clause (a) of the definition of “Consolidated Total Funded Indebtedness” does not exceed $150,000,000; (e) the Borrower may declare and pay Restricted Payments with the proceeds received from the substantially concurrent issue of new common or options to purchase its subordinated Equity Interests; (ivf) substantially contemporaneously with the Borrower may redeem or otherwise cancel Equity Interests or rights in respect thereof granted to (or make payments consummation of the Specified IPO Transactions on behalf of) directors, officers, employees or other providers of services to the Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPOEffective Date, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower declare and pay Restricted Payments in connection with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such timeSpecified IPO Transactions; (viig) the Borrower may make Restricted Payments pursuant to and in accordance connection with stock option long-term incentive plans or other benefit plans or agreements arrangements for directors, management, employees or other eligible service providers consultants of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective DateSubsidiaries; and (xh) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of to redeem its Equity Interests that are substantially concurrentheld at such time by “Ineligible Holders” (as defined in the Partnership Agreement) pursuant to Section 4.10 of the Partnership Agreement.

Restricted Payments. The If an Event of Default shall have occurred and be continuing, Borrower will notshall not (i) Declare or pay any dividend (other than dividends payable solely in equity securities of the Person making such dividend) on, and will not permit any of its Restricted Subsidiaries to, declare or make any payment on account of any Capital Stock of any Group Member, (ii) set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or (iii) make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Group Member (other than those payable solely in equity securities) (collectively, “Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayments”), exceptexcept that: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted each Subsidiary may make Restricted Payments to the Borrower, the Subsidiary Guarantors and any other Person that owns an equity interest in such Subsidiary, ratably according to their respective holdings of the type of equity interest in respect of which such Restricted Payment is being made; (b) Borrower and each Subsidiary may declare and make dividend payments or any other distributions payable solely in equity securities of such Person; (c) Borrower and each Subsidiary may purchase, redeem or otherwise acquire equity interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of common Equity Interests; (iid) provided that the Total Revolving Extensions of Credit equal $0.00, Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) the Borrower may (x) repurchase fractional shares of its Equity Interests arising out of stock dividendspurchase, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the Borrower may redeem or otherwise cancel Equity Interests or rights in respect thereof granted acquire for cash equity interests issued by Borrower pursuant to (or make payments on behalf of) directors, officers, employees or other providers stock buy-back plans approved by the board of services directors of Borrower and disclosed to the Borrower and the Restricted Subsidiaries in an amount required Administrative Agent from time to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (viie) the Borrower Group Members may make Restricted Payments pursuant to convert Indebtedness into Capital Stock and in accordance with stock option plans or may issue Capital Stock upon conversion of convertible promissory notes and other benefit plans or agreements for directors, management, employees or other eligible service providers evidences of the Borrower or its Restricted SubsidiariesIndebtedness that constitute Capital Stock; (viiif) so long as no Default or Event provided that the Total Revolving Extensions of Default then exists or would result therefromCredit equal $0.00, the Borrower may declare or make Restricted Payments ifpay cash dividends to its stockholders and purchase, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000;redeem or otherwise acquire for cash equity interests issued by Borrower; and (ixg) so long as no Default or Event at any time while the Total Revolving Extensions of Default then exists or would result therefromCredit exceed $0.00, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of but are less than $500,000,00015,000,000, the Borrower may declare or make Restricted Payments in an pay cash dividends to its stockholders on the Capital Stock of Borrower, provided, that (i) Borrower is required to declare and pay such cash dividend pursuant to any instrument, agreement, document or certificate that exists as of the date of this Agreement and (ii) after giving effect to such declaration, payment, purchase, redemption or acquisition, the aggregate amount of all such transactions in any fiscal year does not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrent3,500,000.

Restricted Payments. The Borrower Borrowers will not, and will not permit any of its their Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any dividend or distribution on any class of its Capital Stock, or make any Restricted Payments with respect payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any shares of Capital Stock or Indebtedness subordinated to the Obligations of the Borrowers or any Guarantee thereof or any options, warrants, or other rights to purchase such Capital Stock or such Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except that any Borrower or any of its Restricted Subsidiaries, exceptSubsidiary may: (ia) make dividends payable by the Borrowers solely in shares of any class of its common stock; (b) make Restricted Payments payable by any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower Borrowers or to another Restricted Subsidiary, on at least a pro rata basis with any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of shareholders if such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared is not wholly owned by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared Borrowers and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its wholly owned Restricted Subsidiaries; (viiic) so long as distribute cash dividends and other distributions paid on the common stock of the Borrowers; provided, for the purpose of this clause (c) that no Default or Event of Default then exists has occurred and is continuing at the time such dividend or would result therefrom, the Borrower may declare distribution is paid or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000redemption is made; (ixd) so long deemed repurchases of equity interests, to the extent such repurchases occur as no Default a result of the “cashless exercise” of stock options or Event warrants by the holders thereof; (e) repay, prepay or redeem the Fortegra Preferred Stock and/or the Indebtedness outstanding under the Subordinated Debenture Purchase Agreement with proceeds from the issuance of Default then exists equity securities by a Borrower or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare a direct or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Dateindirect parent entity; and (xf) so long pay quarterly interest payments in respect of, and as no Default or Event of Default then exists or would result therefromrequired by, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrentFortegra Preferred Stock.

Restricted Payments. The Borrower Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, declare or make any Restricted Payments Payment except, in each case to the extent permitted by law,: (a) intercompany loans and advances between Borrowers and Guarantors to the extent permitted by this Agreement, and payments with respect thereto, (b) dividends and distributions by any wholly-owned Subsidiary of any Borrower paid to the such Borrower or any wholly-owned Subsidiary of such Borrower, (c) employee loans permitted under Section 6.10 of this Agreement, (d) any Borrower may pay cash dividends in respect of its Restricted Subsidiaries, except:Equity Interests to Parent which Parent promptly upon its receipt thereof uses to make cash dividends in respect of its Equity Interests (and Parent is permitted to pay such cash dividends in respect of its Equity Interests) (“Dividends”) as long the Payment Conditions are satisfied with respect thereto, (ie) any Restricted Subsidiary Borrower may pay cash dividends in respect of its Equity Interests to Parent which Parent promptly upon its receipt thereof uses to redeem, purchase, repurchase or retire, or obtain the surrender of, any outstanding Equity Interests in Parent, or any outstanding warrants, options or other rights to acquire such Equity Interests (and Parent is permitted to redeem, purchase, repurchase or retire, or obtain the surrender of, any outstanding Equity Interests in Parent, or any outstanding warrants, options or other rights to acquire such Equity Interests) ("Stock Repurchase") as long as the Payment Conditions are satisfied with respect thereto, (f) any Loan Party may declare and make dividend payments or other distributions payable solely in its Equity Interests, (g) in the event any Borrowers file a consolidated, combined, unitary or similar type income tax return with Parent, such Borrower may make distributions to Parent to permit Parent to pay federal and state income taxes then due and payable, franchise taxes and other similar licensing expenses incurred in the ordinary course of business provided, that the amount of such distribution shall not be greater than the amount of such taxes or expenses that would have been due and payable by such Borrower and its relevant Subsidiaries had such Borrower not filed a consolidated, combined, unitary or similar type return with Parent, and (h) Borrowers and Parent may make Restricted Payments not otherwise permitted hereunder to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount extent required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is be made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with the terms any stock option plans or other benefit plans or agreements for directors, management, management and employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the any Borrower and its Restricted Subsidiaries have Liquidity in the ordinary course of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower business and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrentconsistent with past practices.

Restricted Payments. The Borrower will notDeclare, and will not permit any of its Restricted Subsidiaries toorder, declare pay or make any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment except that, exceptwithout duplication: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted each Subsidiary may make Restricted Payments to the Borrower or and other Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to the Borrower, any of its other Restricted Subsidiaries Subsidiary and to each other owner of Equity Interests of such Subsidiary based on its relative ownership interests of the relevant class of Equity Interests (other than, at any time an Event of Default is continuing, to any Affiliate of the Borrower that is not a Subsidiary)); (b) the Borrower and each Subsidiary may declare and make dividend payments or other Restricted Payments payable solely in the Equity Interests (other than Disqualified Equity Interests) of such Person (and, in the case of such a Restricted Payment by a non-wholly owned Subsidiary, to the Borrower and any other Subsidiary ratably and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests of the relevant class of Equity Interests); (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iiic) 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 warrants, options or optionsrestricted stock units, (y) “net exercise” or “net share settle” warrants warrants, options or options restricted stock units or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants warrants, options or options restricted stock units to purchase its Equity Interests; (ivd) the 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 Borrower and the Restricted its Subsidiaries in an amount required to satisfy tax withholding obligations and any exercise price for options relating to the vesting, settlement or exercise of such Equity Interests or rights; (ve) following a Qualifying Qualified IPO, the Borrower or any Restricted Subsidiary of the Borrower may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was otherwise permitted to be incurred under clause (viii) of this Section 6.04 6.4 at the time so declared of declaration and (B) such Restricted Payment is made within 60 days of such declaration; (vif) following a Qualifying Qualified IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viiig) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 6.4 using the proceeds of any issuance of Equity Interests (other than Disqualified Equity Interests); provided that the Restricted Payment and the issuance of such Equity Interests are substantially concurrent; (h) the Borrower may make Restricted Payments: (i) [reserved]; (ii) the proceeds of which shall be used by any parent entity of the Borrower to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of any parent entity of the Borrower attributable to the ownership or operations of the Borrower and its Subsidiaries; (iii) the proceeds of which shall be used by any parent entity of the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of any parent entity of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of the Borrower and its Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (i) other Restricted Payments not otherwise permitted by this Section 6.4 in an amount not to exceed $250,000,000 minus any repayments, redemptions, purchases, defeasances and other payments made in reliance of this clause (i) in accordance with Section 6.3(a)(vii); (j) the declaration and payment of Restricted Payments on the Borrower’s common stock (or the payment of Restricted Payments to any direct or indirect parent company of the Borrower to fund a payment of dividends on such company’s common stock), following consummation of a Qualified IPO, in an annual amount for each fiscal year of the Borrower equal to the greater of (a) an amount equal to 6.0% of the net cash proceeds of such IPO (and any subsequent public offerings) received by or contributed to the Borrower and/or its Subsidiaries, other than public offerings with respect to common stock registered on Form S-8 and (b) an amount equal to 7.0% of the market capitalization the Borrower and its Subsidiaries; (k) In connection with or at any time after a Qualified IPO, Restricted Payments declared and made to current and former employees holding expired or soon to be expired Equity Interests of the Borrower, so long as Liquidity, after giving effect thereto, is no less than $1,000,000,000 (it being understood and agreed that the Borrower may announce and/or set aside funds for such Restricted Payments prior to a Qualified IPO so long as such Restricted Payment is not made until the consummation of such Qualified IPO); and (l) In connection with or at any time after a Qualified IPO, Restricted Payments declared and made in connection with Project Denali, so long as Liquidity, after giving effect thereto, is no less than $1,000,000,000 (it being understood and agreed that the Borrower may announce and/or set aside funds for such Restricted Payments prior to a Qualified IPO so long as such Restricted Payment is not made until the consummation of such Qualified IPO). Notwithstanding anything herein to the contrary, none of the Borrower or any of its Subsidiaries will declare or make a Restricted Payment of any trademark comprised of “AIRBNB” to any Person that is not a Credit Party in reliance on this Section 6.4.

Restricted Payments. The Borrower will REIT shall not, directly or indirectly, and will shall not permit any member of the Consolidated Group, directly or indirectly, to pay any Restricted Payment, except (a) the REIT may make the Restricted Payments in respect of its Restricted Subsidiaries to, declare or make any Restricted Payments with respect Equity Interests to the extent not prohibited below in this Section, (b) the OP, the Borrower or any of its Restricted Subsidiaries, except: (i) any Restricted and each direct Subsidiary of the Borrower REIT may make Restricted Payments to the Borrower REIT in order for the REIT to make payments that are not prohibited below in this Section, (c) the REIT may declare and make dividend payments or to any direct or indirect wholly-owned other Restricted Subsidiary Payments payable solely in the capital stock of the BorrowerREIT so long as no Change of Control shall result therefrom, (d) REIT, Borrower and any non-wholly-owned Restricted each Subsidiary may make Restricted Payments to cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of REIT, Borrower or any of its other Restricted Subsidiaries Subsidiary, (e) Borrower and to each other owner of REIT may purchase, redeem or otherwise acquire Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of issued by it solely with the relevant class of Equity Interests; proceeds received from either (i) the Loan or (ii) the substantially concurrent issue of new shares of its common Equity Interests or other Equity Interests provided that such purchase, redemption or acquisition is limited to the amount of such proceeds so received, (f) REIT may redeem Equity Interests in the OP in accordance with the Organization Documents of the OP, and (g) REIT or Borrower may, and Borrower may declare and make dividends payable solely or distributions to REIT, to allow REIT do make, any (i) cash settlement payments and (ii) any cash interest payments, in additional shares each case in accordance with the terms of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) any series of convertible Indebtedness of REIT or the Borrower may (x) repurchase fractional shares and issued by REIT or Borrower and otherwise permitted hereunder. Notwithstanding the foregoing, the REIT may, for any given fiscal quarter or consecutive fiscal quarters, make Restricted Payments in cash to the holders of its Equity Interests arising out of stock dividends, splits during such fiscal quarter or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries quarters in an amount required to satisfy tax withholding obligations relating to that would not exceed the vesting, settlement or exercise greater of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii1) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare FFO Distribution Allowance for such quarter or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; quarters or (ix2) so long as no Default or Event of Default then exists as described in Section 8.1(a), 8.1(i), or 8.1(j) shall exist or would result therefrom, if, after giving pro forma effect to such Restricted Paymenttherefrom and neither the Loans shall not become due and payable (whether upon stated maturity or acceleration or otherwise), the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, amount necessary for the Borrower may declare or make Restricted Payments in an aggregate amount not REIT to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrentmaintain REIT Status.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or to make any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment; provided, except: (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiarythat, so long as (A) such Restricted Payment was it is permitted under clause (viii) of this Section 6.04 at the time so declared by law, and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists shall have occurred and be continuing or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000;, (ixa) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds to former employees, officers, or directors of Borrower (or any spouses, ex-spouses, or estates of any of the foregoing) on account of redemptions of Equity Interests of Borrower held by such Persons, provided, that the aggregate amount of such redemptions made by Borrower (whether in exchange for cash or the issuance of Indebtedness permitted pursuant to clause (l) of the definition of Permitted Indebtedness) during the term of this Agreement does not exceed $5,000,000 in the aggregate, (b) Borrower may make Restricted Payments to former employees, officers, or directors of Borrower (or any spouses, ex-spouses, or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Borrower on account of repurchases of the Equity InterestsInterests of Borrower held by such Persons; provided that the Restricted Payment and the issuance of such Indebtedness was incurred by such Persons solely to acquire Equity Interests are substantially concurrentof Borrower, (c) Borrower may permit the Convertible Subordinated Debt to convert into Qualified Equity Interests in accordance with the terms of the Convertible Subordinated Debt Documents, (d) Borrower may exchange Qualified Equity Interests for other Qualified Equity Interests in a cashless exchange (other than respect to cash payment made in exchange for fractional shares), (i) a Subsidiary of Borrower may make Restricted Payments to a Loan Party and (ii) a Subsidiary of Borrower that is not a Domestic Subsidiary may make Restricted Payments to a Subsidiary of Borrower that is not a Domestic Subsidiary, and (f) Borrower or any of its Subsidiaries may make any other Restricted Payments so long as, and to the extent that, immediately after giving effect to any such Restricted Payment, (i) Borrower shall be in compliance on a pro forma basis with the covenant set forth in Section 7(a) recomputed for the most recently ended month of Borrower and (ii) Borrower shall have Liquidity, as of such date, in an amount equal to or greater than $30,000,000.

Restricted Payments. The Borrower will notDeclare or make, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, declare or make any Restricted Payments with respect Payment, or incur any obligation (contingent or otherwise) to the Borrower or any of its Restricted Subsidiariesdo so, except: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted each Subsidiary may make Restricted Payments to the Borrower and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower and each Subsidiary may declare and make dividend payments or any of its other Restricted Subsidiaries and to each distributions payable solely in the common stock or other owner of common Equity Interests of such Restricted Person; (c) the Borrower and each Subsidiary ratably based on their relative ownership interests may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of the relevant class new shares of its common stock or other common Equity Interests; (iid) repurchases in the Borrower may declare ordinary course of business and make dividends payable solely in additional shares consistent with past practices of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by of the Borrower deemed to occur upon exercise of stock options or warrants if such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase represent a portion of the exercise price of or similar agreement; provided that the payment made by the Borrower tax withholding obligation with respect to such repurchase was permitted under clause (viii) options or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such timewarrants; (viie) the Borrower may make Restricted Payments in the ordinary course of business and consistent with past practices pursuant to and in accordance with stock option plans or other benefit plans for management or agreements for directors, management, employees or other eligible service providers of the Borrower and its Subsidiaries (i) in effect as of the Closing Date, or its Restricted Subsidiaries(ii) given in renewal or extension of previously existing stock option plans or other benefit plans, such renewals and extensions to be on similar terms to the existing plans, or (iii) granted in the ordinary course of business consistent with past practices and on similar terms as those stock option plans or other benefit plans in existence on the Closing Date; (viiif) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or and make scheduled quarterly dividends approved by its board of directors provided that no such scheduled quarterly dividend shall exceed the amount of the scheduled quarterly dividend permitted to be declared and made by the Parent Company for such quarter under the Parent Credit Agreement; (g) in addition to Restricted Payments ifpermitted by subsections (a), (b), (c), (d), (e) and (f) preceding, so long as (i) no Event of Default exists before and immediately after giving effect to any such Restricted Payment (provided that, notwithstanding the foregoing, solely in the case of dividends, such requirement shall only apply to the declaration of any such dividend and not to the payment of any such dividend), and (ii) the Borrower is in pro-forma compliance with each of the covenants in Section 7.10 after giving pro forma effect to any such proposed Restricted PaymentPayment on the date of payment or, in the case of dividends, the declaration thereof, the Borrower and its Subsidiaries may make any Restricted Subsidiaries have Liquidity Payment at any time after such payment or, in the case of at least $500,000,000dividends, the declaration thereof; (ixh) in addition to Restricted Payments permitted by subsections (a), (b), (c), (d), (e), (f) and (g) preceding, so long as (i) no Default or Event of Default then under Section 8.01(a) exists or would result therefrom, if, before and immediately after giving pro forma effect to any such Restricted PaymentPayment and (ii) Outstanding Amounts of all Committed Loans on any date of any Restricted Payment are not more than zero, the Borrower and its Subsidiaries may make any Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective DatePayment; and (xi) so long as no Default or Event of Default then exists or would result therefromin addition to Restricted Payments permitted by subsections (a), (b), (c), (d), (e), (f), (g) and (h) preceding, the Borrower and its Subsidiaries may declare and make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrentSpecial Dividend.

Restricted Payments. The Borrower will notDeclare, and will not permit any of its Restricted Subsidiaries toorder, declare pay or make any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment except that, exceptwithout duplication: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted each Subsidiary may make Restricted Payments to the Borrower or and other Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to the Borrower, any of its other Restricted Subsidiaries Subsidiary and to each other owner of Equity Interests of such Subsidiary based on its relative ownership interests of the relevant class of Equity Interests (other than, at any time an Event of Default is continuing, to any Affiliate of the Borrower that is not a Subsidiary)); (b) the Borrower and each Subsidiary may declare and make dividend payments or other Restricted Payments payable solely in the Equity Interests (other than Disqualified Equity Interests) of such Person (and, in the case of such a Restricted Payment by a non-wholly owned Subsidiary, to the Borrower and any other Subsidiary ratably and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests of the relevant class of Equity Interests); (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iiic) 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 warrants, options or optionsrestricted stock units, (y) “net exercise” or “net share settle” warrants warrants, options or options restricted stock units or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants warrants, options or options restricted stock units to purchase its Equity Interests; (ivd) the 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 Borrower and the Restricted its Subsidiaries in an amount required to satisfy tax withholding obligations and any exercise price for options relating to the vesting, settlement or exercise of such Equity Interests or rights; (ve) following a Qualifying Qualified IPO, the Borrower or any Restricted Subsidiary of the Borrower may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was otherwise permitted to be incurred under clause (viii) of this Section 6.04 6.4 at the time so declared of declaration and (B) such Restricted Payment is made within 60 days of such declaration; (vif) following a Qualifying Qualified IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viiig) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 6.4 using the proceeds of any issuance of Equity Interests (other than Disqualified Equity Interests); provided that the Restricted Payment and the issuance of such Equity Interests are substantially concurrent; (h) the Borrower may make Restricted Payments: (i) [reserved]; (ii) the proceeds of which shall be used by any parent entity of the Borrower to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of any parent entity of the Borrower attributable to the ownership or operations of the Borrower and its Subsidiaries; (iii) the proceeds of which shall be used by any parent entity of the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of any parent entity of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of the Borrower and its Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (i) subject to the Conforming Principles, other Restricted Payments not otherwise permitted by this Section 6.4 in an amount not to exceed $250,000,000 minus any repayments, redemptions, purchases, defeasances and other payments made in reliance of this clause (i) in accordance with Section 6.3(a)(vii); (j) the declaration and payment of Restricted Payments on the Borrower’s common stock (or the payment of Restricted Payments to any direct or indirect parent company of the Borrower to fund a payment of dividends on such company’s common stock), following consummation of a Qualified IPO, in an annual amount for each fiscal year of the Borrower equal to the greater of (a) an amount equal to 6.0% of the net cash proceeds of such IPO (and any subsequent public offerings) received by or contributed to the Borrower and/or its Subsidiaries, other than public offerings with respect to common stock registered on Form S-8 and (b) an amount equal to 7.0% of the market capitalization the Borrower and its Subsidiaries; and (k) In connection with or at any time after a Qualified IPO, Restricted Payments declared and made with respect to Project Denali and with respect to current and former employees holding expired or soon to be expired Equity Interests of the Borrower., so long as Liquidity, after giving effect thereto, is no less than $1,000,000,000 (it being understood and agreed that the Borrower may announce and/or set aside funds for such Restricted Payments prior to a Qualified IPO so long as such Restricted Payment is not made until the consummation of such Qualified IPO); and (l) In connection with or at any time after a Qualified IPO, Restricted Payments declared and made in connection with Project Denali, so long as Liquidity, after giving effect thereto, is no less than $1,000,000,000 (it being understood and agreed that the Borrower may announce and/or set aside funds for such Restricted Payments prior to a Qualified IPO so long as such Restricted Payment is not made until the consummation of such Qualified IPO). Notwithstanding anything herein to the contrary, none of the Borrower or any of its Subsidiaries will declare or make a Restricted Payment of any trademark comprised of “AIRBNB” to any Person that is not a Credit Party in reliance on this Section 6.4.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make make, directly or indirectly, any Restricted Payments Payment, except (a) the Borrower may declare and pay dividends with respect to the Borrower or any its Equity Interests payable solely in additional shares of its Restricted Subsidiariescommon stock, except: (ib) any Restricted Subsidiary of Subsidiaries may declare and pay dividends or make distributions ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management, employees or other eligible service providers of the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrowerand its Subsidiaries, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (iid) the Borrower may declare and make dividends payable solely distribute rights pursuant to a stockholder rights plan or redeem such rights, provided that such redemption is in additional shares accordance with the terms of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; such stockholder rights plan, (iiie) the Borrower may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issuance of its Equity Interests, (xf) the Borrower may repurchase fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or optionssecurities, (yg) “net exercise” the Borrower may make Restricted Payments in connection with the retention of Equity Interests in payment of withholding taxes in connection with equity-based compensation plans, (h) the Borrower or “net share settle” warrants any Subsidiary may receive or options accept the return to the Borrower or any Subsidiary of Equity Interests of the Borrower or any Subsidiary constituting a portion of the purchase price consideration in settlement of indemnification claims, (zi) so long as no Event the Borrower or any Subsidiary may make cash payments in lieu of Default then exists fractional shares in connection with the conversion of any Equity Interests or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; Interest or “net share settle” warrants, (ivj) payments or distributions to dissenting stockholders pursuant to applicable law, (k) the Borrower may redeem or otherwise cancel Equity Interests or enter into, exercise its rights in respect thereof granted to and perform its obligations under Permitted Call Spread Swap Agreements, (or make payments l) on behalf of) directors, officers, employees or other providers of services to and following the Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefromMicrosemi Acquisition Closing Date, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and pay dividends in respect of its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments Equity Interests in an aggregate amount not to exceed in any fiscal quarter the greater of (i) $1,000,000,000 since 100,000,000 and (ii) 5.0% of Consolidated EBITDA calculated based on the Effective Date; and latest financial statements delivered pursuant to Section 5.01, and (xn) the Borrower and its Subsidiaries may make any other Restricted Payment so long as as, prior to making such Restricted Payment and after giving effect (including giving effect on a Pro Forma Basis) thereto (i) no Default or Event of Default then exists has occurred and is continuing and (ii) the Senior Leverage Ratio (x) prior to the Microsemi Acquisition Closing Date is less than or would result therefrom, equal to 2.75 to 1.00 or (y) on or after the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrentMicrosemi Acquisition Closing Date is less than or equal to 3.00 to 1.00.

Restricted Payments. The Borrower will not, and nor will not it permit any of its Restricted Subsidiaries to, declare or make make, or agree to pay or make, directly or indirectly, any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment, exceptexcept that: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect whollyNon-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Guarantor Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity InterestsSubsidiaries; (iib) any Subsidiary of the Borrower may declare and make pay dividends payable to any Obligor; (c) the Borrower and any of its Subsidiaries may declare and pay dividends with respect to its capital stock at any time solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interestscommon stock; (iiid) the Borrower may (x) repurchase fractional shares and any 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with (i) stock option plans or other benefit plans or compensation plans, (ii) agreements existing on the Effective Date and (iii) agreements entered into after the Effective Date, provided that payments under such future agreements do not exceed $5,000,000 in any fiscal year, for directors, management, management or employees of the Borrower and any of its Subsidiaries in the ordinary course of business; (e) the Borrower and any of its Subsidiaries may declare and pay mandatory dividends on preferred stock; (f) the Borrower and its Subsidiaries may make cash payments in lieu of issuing fractional shares in connection with the exercise of Equity Rights convertible into or other eligible service providers exchangeable for Equity Interests of the Borrower or its Restricted Subsidiaries; (viiig) so long as no Default or Event shall have occurred and be continuing, any Subsidiary that is not wholly-owned may make distributions payable to the other equity holders of such Subsidiary on a pro rata basis; provided that distributions payable by any Subsidiary that is not wholly-owned to other equity holders in order to comply with the terms of the WiMax Agreement do not have to be made on a pro rata basis; (h) Restricted Payments resulting from the cashless exercise of stock options; and (i) so long as no Default then exists shall have occurred and be continuing or would result therefrom, the Borrower and any of its Subsidiaries may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make other Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since 100,000,000; provided that, at any time that the Effective Date; and (x) Total Indebtedness Ratio is less than 2.50:1, the Borrower and its Subsidiaries may make any Restricted Payments so long as no Default the Total Indebtedness Ratio on a pro forma basis after giving effect to such Restricted Payments remains less than 2.50:1; provided further, that, for avoidance of doubt, any extension, renewal or Event refinancing of Default then exists debt securities that are convertible into or would result therefromexchangeable for shares of capital stock (whether common or preferred), partnership interests, membership interests in a limited liability company (whether common or preferred), beneficial interests in a trust or other equity ownership interests, in each case, of the Borrower may make Restricted Payments not otherwise or any Subsidiary, shall be permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrent6.06 so long as such extension, renewal or refinancing is not otherwise prohibited by this Agreement.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or make any Restricted Payments with respect distribution of their Property to the Borrower or any of its Restricted Subsidiariestheir respective Equity Interest holders, except: except (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make pay dividends or distributions with respect to its Equity Interests payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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(other than Disqualified Capital Stock), (yii) “net exercise” Subsidiaries may declare and pay dividends or “net share settle” warrants or options or distributions ratably with respect to their Equity Interests, (ziii) so long as no Borrowing Base Deficiency, Default or Event of Default then exists has occurred and is continuing or would result therefrom, make the Borrower may declare and pay quarterly cash settlement payments upon the exercise of warrants or options dividends to purchase its Equity Interests; Interest holders of Available Cash in accordance with the Partnership Agreement, (iv) if no Default or Event of Default has occurred and is continuing or would exist after giving effect thereto, the Borrower may redeem or otherwise cancel Equity Interests or rights in respect thereof granted to (or make payments on behalf of) directors, officers, employees repurchase or other providers acquisition of services to equity securities, limited partnership interest or units of the Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vestingBorrower, settlement from employees, former employees, directors or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers former directors of the Borrower or its Restricted Subsidiaries; Subsidiaries (viiior 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) so long as no Default or Event of Default then exists has occurred and is continuing or would result therefrom, the redemption, repurchase or other acquisition of preferred equity securities, preferred limited partnership interests or preferred units of the Borrower may declare or make Restricted Payments iffrom the holders thereof; provided that, both before and immediately after giving pro forma effect to each such Restricted Paymentredemption, repurchase or other acquisition the Borrower and its Restricted Subsidiaries have Liquidity has unused Commitments of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of not less than $500,000,000, 15% of the Borrower may declare or make Restricted Payments Borrowing Base then in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrenteffect.

Restricted Payments. The Borrower will Company shall not, and will not nor shall it permit any of its Restricted Subsidiaries to, declare directly or indirectly, make any Restricted Payments; provided that the following Restricted Payments with respect to the Borrower shall be permitted so long as no Default or any Event of its Default has occurred and is continuing or would occur or result from such Restricted Subsidiaries, exceptPayments: (a) Restricted Payments payable solely in shares of Company’s Qualified Stock (or the equivalent thereof) or any option, warrant or other right to acquire any such Qualified Stock; (b) (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted each Subsidiary may make Restricted Payments to the Borrower Company and to any other Subsidiaries that are not Excluded Subsidiaries (and, in the case of a payment by a non-wholly owned Subsidiary, to the Company or any of its such other Restricted Subsidiaries that are not Excluded Subsidiaries) and to each other owner of Equity Interests Stock of such Restricted Subsidiary (that is not an Excluded Subsidiary) ratably based on according to their relative ownership interests of the relevant class of Equity InterestsStock or as otherwise required by the applicable Organizational Documents) and (ii) any Excluded Subsidiary may make Restricted Payments to any other Excluded Subsidiary; (iic) the Borrower may declare and make dividends payable solely in additional shares repurchases of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments Stock deemed to occur upon the exercise of stock options or warrants if such repurchased Qualified Stock represents a portion of the exercise price of such options or options warrants pursuant to purchase its Equity Interestsa “cashless exercise” or similar feature; (ivd) the Borrower Company or any Subsidiary may redeem receive or otherwise cancel Equity Interests accept the return to the Company or rights any Subsidiary of Stock of the Company constituting a portion of the purchase price consideration in respect settlement of indemnification claims in connection with a Permitted Acquisition; (e) Restricted Payments constituting cash payments made in lieu of issuance of fractional shares made (i) to redeem, purchase, repurchase, or retire its obligations under any warrants issued by the Company or any of its Subsidiaries in accordance with the terms thereof granted to and (ii) upon the conversion of the 2028 Notes or make payments on behalf ofany Permitted Refinancing of the 2028 Notes; (f) purchases, redemptions, retirements or other acquisitions of Qualified Stock (i) held by current or former directors, officers, employees employee or other providers consultants (or their transferees, estates or beneficiaries under their estates) of services to the Borrower Note Parties and the Restricted any Subsidiaries in an aggregate amount required not to satisfy tax withholding obligations relating exceed, in any fiscal year, $2,500,000, with unused amounts in any fiscal year (the “Unused A Amounts”) being carried over solely to the vestingimmediately succeeding fiscal year, settlement or exercise and the Unused A Amounts shall be deemed to be available and used solely after the use in full of the amount available to be used for such Equity Interests or rightsimmediately succeeding fiscal year without the inclusion of the Unused A Amounts; (vg) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed exceed, in any fiscal year $1,000,000,000 since 2,500,000, with unused amounts in any fiscal year (the Effective Date“Unused B Amounts”) being carried over solely to the immediately succeeding fiscal year, and the Unused B Amounts shall be deemed to be available and used solely after the use in full of the amount available to be used for such immediately succeeding fiscal year without the inclusion of the Unused B Amounts; (h) the Company’s purchase, redemption, retirement or other acquisition of its Stock with the proceeds received from a substantially concurrent issue of new shares of its Qualified Stock or from cash proceeds received solely from the settlement of Permitted Equity Derivatives; and (xi) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not made by any Subsidiary pursuant to any Restructuring Transaction. Except as otherwise permitted under provided in Section 8(f) or Section 8(h) of each Exchange Agreement, and subject to Section 14.02(n) of this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and Indenture, neither (w) the issuance of new shares of the Company’s Qualified Stock, or the application of cash proceeds received from a Permitted Refinancing of the 2028 Notes or the settlement of Permitted Equity Interests are substantially concurrentDerivatives, to consummate the conversion, exercise, repurchase, redemption, settlement, unwinding or early termination or cancellation of (whether in whole or in part and including by netting or set-off) the 2028 Notes or any Permitted Refinancing thereof (in each case, (A) to the extent not prohibited by the terms of the 2028 Notes, any Permitted Refinancing thereof or any Permitted Equity Derivatives, as applicable and (B) upon the satisfaction of any condition that would permit or require any of the foregoing), (x) the issuance of or the performance of obligations under (including any payments of interest) the 2028 Notes, (y) any Permitted Refinancing thereof or (z) any Permitted Equity Derivatives, shall be prohibited by this Section 4.26, any other provision of this Agreement or any other Note Document. For the purposes of this paragraph, a Permitted Refinancing of the 2028 Notes includes any refinancing of the 2028 Notes in accordance with the Permitted Secured Debt definition.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, Make or commit itself to make or declare or make any Restricted Payments with respect to the Borrower or Payment at any of its Restricted Subsidiariestime, exceptprovided that: (ia) each Subsidiary may make Capital Distributions to the Borrower, any Restricted Subsidiary 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 Capital Distribution is being made; (b) the Borrower and its Subsidiaries may make non-scheduled prepayments, repurchases or redemptions in respect of Junior Indebtedness and Subordinated Indebtedness (a “Restricted Payments to Debt Payment”) so long as such Restricted Debt Payment is made (i) with proceeds of qualified Equity Interests (other than the proceeds of an equity cure) or consideration paid in qualified Equity Interests that are not otherwise applied, (ii) in connection with the Transactions and (iii) in respect of any AHYDO Catch Up Payments; (c) the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted each Subsidiary may make Restricted Payments to with the Borrower or any proceeds received from the substantially concurrent issue of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of new common Equity Interests; (iid) the Borrower may declare and make pay dividends with respect to its common stock payable solely in additional shares of Borrower’s Qualified Equity Interests its common stock, and, with respect to its preferred stock, and may exchange Equity Interests for except as otherwise set forth herein, payable solely in additional shares of such preferred stock or in shares of its Qualified Equity Interestscommon stock; (iiie) the Borrower may (x) repurchase fractional shares of and its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant on the Series D Preferred Stock subject to and in accordance compliance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of a Consolidated Net Leverage Ratio less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not equal to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests2.50:1.00; provided that the Restricted Payment Payments under this clause (e) shall not exceed 7.0% of the aggregate amount of proceeds received in respect of the Series D Preferred Stock; and (f) the Borrower and its Subsidiaries may make Restricted Payments constituting a prepayment of Indebtedness in connection with the issuance Refinancing of Equity Interests are substantially concurrentsuch Indebtedness permitted hereunder.

Restricted Payments. The Borrower Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, declare or make any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment; provided, except:that so long as it is permitted by law, (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (za) so long as no Event of Default then exists shall have occurred and be continuing or would result therefrom, make cash settlement payments upon the exercise purchase, repurchase, redemption or other acquisition, cancellation or retirement for value of warrants Equity Interests, or options options, warrants, equity appreciation rights or other rights to purchase its or acquire Equity Interests; (iv) the , of Administrative Borrower may redeem held by any existing or otherwise cancel Equity Interests former employees, management or rights in respect thereof granted directors of or consultants to (or make payments on behalf of) directors, officers, employees or other providers of services to the Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Administrative Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared of Administrative Borrower or their assigns, estates or heirs, in each case in connection with the repurchase provisions under employee stock option or stock purchase agreements or other compensatory agreements approved by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) Board of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days Directors of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreementBorrower; provided that such purchases, repurchases, redemptions, acquisitions, cancellations or retirements pursuant to this clause will not exceed $5,000,000 in the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time;aggregate during any calendar year, (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viiib) so long as no Default or Event of Default then exists shall have occurred and be continuing or would result therefrom, Administrative Borrower may make distributions to former employees, officers, or directors of Administrative Borrower (or any spouses, ex-spouses, or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Administrative Borrower on account of repurchases of the Equity Interests of Administrative Borrower held by such Persons; provided, that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of Administrative Borrower, (c) dividends, distributions or other Restricted Payments may be made by any Subsidiary of any Borrower that is not a Loan Party to any other Subsidiary of any Borrower or to any Borrower, (d) repurchases or other acquisitions of Equity Interests deemed to occur (i) upon the exercise of stock options, warrants, restricted stock units or other rights to purchase Equity Interests or other convertible securities if such Equity Interests represents a portion of the exercise price thereof or conversion price thereof or (ii) in connection with withholdings or similar taxes payable by any future, present or former employee, director or officer, (e) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Borrower or other exchanges of securities of Borrower or a Subsidiary in exchange for Equity Interests of Borrower, (f) the purchase of fractional shares of Equity Interests of the Borrower may declare arising out of stock dividends, splits or make Restricted Payments ifcombinations or mergers, after giving pro forma effect to such Restricted Paymentconsolidations or other acquisitions, (g) in connection with any Permitted Acquisition, the receipt or acceptance of the return to Borrower and or any of its Restricted Subsidiaries have Liquidity of at least $500,000,000Equity Interests of Borrower constituting a portion of the purchase price consideration in settlement of indemnification claims or as a result of a purchase price adjustment (including Earn-Outs or similar obligations), (h) the distribution of rights pursuant to any shareholder rights plan or the redemption of such for nominal consideration in accordance with the terms of any shareholder rights plan; (ixi) payments or distributions to stockholders pursuant to appraisal rights required under applicable law in connection with any Permitted Acquisition or Permitted Investment, or (j) other Restricted Payments of up to $10,000,000 in the aggregate so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests Conditions are substantially concurrentsatisfied.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make any Restricted Payments with respect to the Borrower or any of its Restricted Subsidiaries, except: (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-wholly owned Restricted Subsidiary of the Borrower, and any non-wholly-wholly owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make dividends payable solely in additional shares of the Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interestscommon stock; (iii) 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 optionsor, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Default or Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests, or “net exercise” or “net share settle” warrants; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 30 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into made as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments ifif the amount of the Restricted Payment does not exceed the sum of (A) an aggregate amount equal to the greater of (x) $413,000,000 and (y) 100% of Consolidated Adjusted EBITDA for the most recently ended Measurement Period for which financial statements have been delivered, plus (B) an unlimited amount if after giving pro forma effect to such Restricted PaymentPayment on a Pro Forma Basis the Total Net Leverage Ratio for the most recent Measurement Period then ended is less than 2.0:1.0 (but without giving effect to any substantially simultaneous Restricted Payment on a Pro Forma Basis or portion thereof made pursuant to clause (A) of this Section 6.04(viii)); provided that Restricted Payments utilizing this Section 6.04(viii) shall be deemed to be incurred under clause (B) to the extent there is capacity thereunder and if a Restricted Payment is to be incurred under both clauses (A) and (B), it will be deemed to have been incurred first under clause (B) to the Borrower extent of the capacity thereunder and its Restricted Subsidiaries have Liquidity of at least $500,000,000then any remaining amount shall be deemed incurred under clause (A); (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make any Restricted Payments and/or payments or deliveries in an aggregate amount not shares of common stock (or other securities or property following a merger event or other change of the common stock of the Borrower) (and cash in lieu of fractional shares) and/or cash pursuant to exceed $1,000,000,000 since the Effective Dateterms of, and otherwise perform its obligations under, any Permitted Convertible Indebtedness (including, without limitation, making payments of interest and principal thereon, making payments due upon required repurchase thereof and/or making payments and deliveries due upon conversion thereof); (x) the Borrower may pay the premium in respect of, and otherwise exercise and/or perform its obligations under, any Permitted Bond Hedge Transaction; (xi) the Borrower may make any Restricted Payments and/or payments or deliveries pursuant to the terms of, and otherwise perform its obligations under, any Permitted Warrant Transaction (including, without limitation, making payments and/or deliveries due upon exercise and settlement or unwinding or termination thereof); and (xxii) so long as no Default distributions or Event payments of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrentSecuritization Fees.

Restricted Payments. The Borrower will notDeclare or make, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, declare or make any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment, except: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned each Restricted Subsidiary may make Restricted Payments to the Borrower or any of its and to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-Wholly-Owned Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests); (i) the Borrower may (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 for another class of its Equity Interests or rights to acquire its Equity Interests or with proceeds from substantially concurrent equity 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 and (ii) the Borrower may declare and make dividends dividend payments or other distributions payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iiic) Restricted Payments made on the Closing Date to consummate the Transactions (including any earn-out in connection with the Transactions); (d) to the extent constituting Restricted Payments, the Borrower and its Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.02, Section 7.04 or Section 7.07(e); (xe) repurchase fractional shares repurchases of its Equity Interests arising out in the ordinary course of business in the Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock dividends, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, (y) “net exercise” or “net share settle” warrants or options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (zf) so long as no Event the Borrower is in compliance with the Financial Covenants on a Pro Forma Basis, the Borrower or any Restricted Subsidiary may, in good faith, pay for the repurchase, retirement or other acquisition or retirement for value of Default then exists Equity Interests of it held by any future, present or would result therefromformer employee, make cash settlement director, manager, officer or consultant (or any Affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Borrower or any of its Subsidiaries 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, the Borrower or any Subsidiary; provided that such payments upon do not exceed $1,000,000 in any fiscal year; provided, further, that cancellation of Indebtedness owing to the exercise Borrower or any of warrants its Subsidiaries from members of management of the Borrower, or options any of the Borrower’s Restricted Subsidiaries in connection with a repurchase of Equity Interests will not be deemed to purchase its Equity Interestsconstitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement; (ivg) the Borrower or any Restricted Subsidiary may redeem pay any dividend or otherwise cancel distribution within 30 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement (it being understood that a distribution pursuant to this Section 7.06(g) shall be deemed to have utilized capacity under such other provision of this Agreement); (h) the Borrower or any Restricted Subsidiary may (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or rights combination thereof or any Permitted Acquisition and (b) honor any conversion request by a holder of convertible Indebtedness and make cash payments in respect thereof granted to (or lieu of fractional shares in connection with any such conversion and may make payments on behalf of) directors, officers, employees or other providers of services to the Borrower and the Restricted Subsidiaries convertible Indebtedness in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights;accordance with its terms; and (vi) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any additional Restricted Payment Payments; provided that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) of any such Restricted Payment is made within 60 days of such declaration; Payment, (vii) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists shall have occurred and be continuing or would result therefrom, therefrom and (ii) the Consolidated Total Leverage Ratio of the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, as of the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; most recently ended Test Period (ixcalculated on a Pro Forma Basis) so long as would be no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less greater than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrent2.00:1.00.

Restricted Payments. The Borrower will notshall not permit, and will not nor shall it permit any of its Restricted Subsidiaries Subsidiary to, declare or make any Restricted Payments with respect to the Borrower or any of its Restricted Subsidiaries, exceptPayment; provided that: (a) (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect cash distributions to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments equity holders in an aggregate amount not to exceed $1,000,000,000 since the Effective Dategreater of (x) ninety-five percent (95%) of Borrower’s Adjusted FFO for each Rolling Period, or (y) the amount necessary for Borrower to be able to make distributions required to maintain its status as a REIT and to avoid the imposition of any federal or state income tax, and to avoid the imposition of the excise tax described by Section 4981 of the Code, in each case on Borrower; andprovided, that, in either case, (A) during the continuance of an Event of Default, Restricted Payments made pursuant to this clause (a) shall not exceed the amounts described in clause (y), and (B) following a Bankruptcy Event with respect to the Borrower or the acceleration of the Obligations, Borrower shall not make any cash distributions; (xb) each Subsidiary may make Restricted Payments ratably to the holders of its Equity Interests; (c) the Borrower or any Guarantor may declare and make dividend payments or other distributions payable solely in the common equity interests or other equity interests of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by such entity, (ii) distributions of rights or equity securities under any rights plan adopted by such entity and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its equity interests payable solely in additional shares of its equity interests; (d) the Borrower and each Guarantor may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in connection with the exercise of warrants, options or other securities convertible into or exchangeable for equity interests of the Borrower or any Subsidiary; (e) so long as no Default or Event Change of Default then exists or would result Control results therefrom, the Borrower and each Subsidiary may make Restricted Payments not otherwise permitted under this Section 6.04 using in connection with the proceeds implementation of or pursuant to any issuance retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrent.compensation;

Restricted Payments. The Neither Holdings nor the Borrower will, nor will not, and will not they permit any of its Restricted Subsidiaries Subsidiary to, declare or make make, or agree to pay or make, directly or indirectly, any Restricted Payments Payment, or incur any obligation (contingent or otherwise) to do so, except (i) the Subsidiaries of the Borrower may declare and pay dividends ratably with respect to their Equity Interests, (ii) Holdings may declare and pay dividends with respect to its common stock payable solely in shares of common stock, (iii) the Borrower may, or any of its Restricted Subsidiaries, except: (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) the Borrower Holdings so that Holdings may (x) repurchase fractional shares of its Equity Interests arising out of stock dividendsand Holdings may), splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans approved by Holdings’ board of directors for management or agreements for directorsemployees of Holdings, managementthe Borrower and the Subsidiaries, employees (iv) the Borrower may make Restricted Payments to Holdings at such times and in such amounts (A) as shall be necessary to permit Holdings to discharge its general corporate and overhead (including franchise taxes and directors fees) expenses incurred in the ordinary course and other permitted liabilities and (B) as shall be necessary to pay the tax liabilities of Holdings directly attributable to (or other eligible service providers arising as a result of) the operations of the Borrower or its and the Subsidiaries; provided that (1) the amount of Restricted Subsidiaries; Payments pursuant to clause (viiiB) so long of this clause (iv) shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of federal, State and local taxes were the Borrower and the Subsidiaries to pay such taxes as stand-alone taxpayers, (2) all Restricted Payments made to Holdings pursuant to this clause (iv) are used by Holdings for the purposes specified herein within ten Business Days after Holdings’ receipt thereof and (3) no Default or Event of Default then exists shall have occurred and be continuing or would result therefrom, (v) each of Holdings and the Borrower may declare or make and pay dividends in respect of Qualified Equity Interests and/or Trust Preferred Securities otherwise permitted hereunder, and (vi) to the extent constituting Restricted Payments ifPayments, after giving pro forma effect to such Restricted Payment, the Borrower Holdings and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since purchase the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise investments permitted under this by Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrent10.4.(n).

Restricted Payments. The Borrower will notDeclare or make, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, declare or make any Restricted Payments with respect Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the Borrower time of any action described below or any of its Restricted Subsidiaries, exceptwould result therefrom: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned each Restricted Subsidiary may make Restricted Payments to any Person that owns Equity Interest in such Restricted Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) Restricted Payments to current or former employees, officers, or directors of Borrower or any of its other Restricted Subsidiaries and (or any spouses, ex-spouses, or estate of any of the foregoing) solely in the form of forgiveness of Indebtedness of such Persons owing to each Borrower on account of repurchases of the stock options, restricted stock units, purchased shares or other owner of Equity Interests of Borrower held by such Restricted Subsidiary ratably based on their relative ownership interests Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of Borrower; (d) the relevant class Borrower may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (iie) the Borrower 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 (including the other provisions of this Section 7.06); (f) the Borrower may make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchange for Equity Interests in the Borrower or arising out of stock dividends, splits, combinations or business combinations; and (g) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) the Borrower may (x) repurchase fractional other dividend payments or other distributions, or purchase, redeem or otherwise acquire shares of its Equity Interests arising out of stock dividendscapital stock, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, (y) “net exercise” or “net including but not limited to pursuant to any accelerated share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiaryrepurchase program, so long as (A) immediately after giving Pro Forma Effect to the payment of any such Restricted Payment was permitted under clause (viii) of this Section 6.04 at dividend or the time so declared and (B) such Restricted Payment is made within 60 days making of such declaration; (vi) following a Qualifying IPOpurchase, redemption or other acquisition, the Borrower may repurchase Equity Interests pursuant Consolidated Net Leverage Ratio is not greater than 2.50 to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrent1:00.

Restricted Payments. The Borrower Each Obligor will not, and nor will not it permit any of its Restricted Subsidiaries to, declare or make make, or agree to pay or make, directly or indirectly, any Restricted Payments with respect Payment when a Default has occurred and is continuing, provided that (a) until such time as Revolving Credit Loans in an amount equal to the Borrower or Revolving Credit Dividend Amount shall have been repaid, the proceeds of the Specified IPO shall not be used to make a Restricted Payment; (b) irrespective of the occurrence of any of its Restricted SubsidiariesDefault, except: (i) any Restricted Subsidiary of the Borrower any Obligor may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of any Obligor, (ii) any Obligor may make Restricted Payments in the Borrowerform of Equity Interests of such Obligor, and (iii) any non-wholly-owned Restricted Subsidiary of any Obligor (including a Subsidiary that is also an Obligor) may make Restricted Payments to the Borrower any Obligor, (iv) any Obligor or any of its other Subsidiaries may make Restricted Subsidiaries Payments on account of Deal Team Interest consisting of “class B carried interest” to members, partners, employees, contractors or advisors of the Borrowers or any of their Affiliates and (v) any Subsidiary that does not Guarantee the Obligations and is not wholly-owned by the Obligors may make a Restricted Payment to each other owner the holders of the Equity Interests in such Subsidiary on a pro rata basis for all such holders with respect to both the amount and form of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity InterestsPayment; (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (zc) so long as immediately before and after giving effect to such payment, no Payment Default or Bankruptcy Event of Default then exists or would result therefromshall have occurred and be continuing, the Obligors may make cash settlement payments upon distributions to the exercise owners of warrants or options to purchase its their Equity Interests; (iv) the Borrower may redeem or otherwise cancel Equity Interests or rights in respect thereof granted to (or make payments , on behalf of) directorsa pro rata basis, officers, employees or other providers of services to the Borrower and the Restricted Subsidiaries in an amount required necessary to satisfy tax withholding obligations relating provide the IPO Issuer with funds to make regular quarterly cash distributions to its common unit holders in an amount not to exceed the vesting, settlement or exercise amount set forth in the final registration statement of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared IPO Issuer on Form S-1 filed with the SEC in connection with the Specified IPO as the amount of the regular quarterly cash distribution to be made by the Borrower or such Restricted SubsidiaryIPO Issuer to its common unit holders (as adjusted to hold constant for splits, combinations, dividends and issuances of units after the Specified IPO Date), net of applicable taxes, so long as any such cash distributions by the Obligors (A) are not in the aggregate, net of applicable taxes, in excess of the amounts of such Restricted Payment was permitted under clause (viii) of this Section 6.04 at quarterly distributions by the time so declared IPO Issuer and (B) are made not more than 15 days prior to the payment date for such Restricted Payment is made within 60 days of such declarationquarterly distributions by the IPO Issuer; (vid) following prior to the Specified IPO Date, so long as immediately before and after giving effect to such payment, no Payment Default or Bankruptcy Event of Default shall have occurred and be continuing, in respect of any period during which any Obligor qualifies as a Qualifying IPOpartnership for U.S. federal and state income tax purposes, the Borrower may repurchase such Obligor shall be permitted to distribute to owners of any Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower thereof with respect to each fiscal year of such repurchase was permitted under clause Obligor an aggregate cash amount equal to the product of (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (viia) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers amount of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect taxable income allocated by such Obligor to such Restricted Paymentowners for such fiscal year, the Borrower as reduced by any available carryforwards of net operating losses, capital losses, and its Restricted Subsidiaries have Liquidity similar items (collectively, “Available Carryforwards”), but, in respect of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, any fiscal year ending after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date, only to the extent such Available Carryforwards arise out of a loss or similar item realized by such Obligor on or after the Effective Date, calculated by assuming that each such owner elects to carry forward such items and that such owner’s only income, gain, deductions, losses and similar items are those allocated to such owner by such Obligor and taking into account such limitations as the limitation on the deductibility of capital, multiplied by (b) the highest effective combined federal, state and local income tax rate applicable during such fiscal year to a natural person residing in New York, New York taxable at the highest marginal federal income tax rate and the highest marginal income tax rates (after giving effect to the federal income tax deduction for such State and local income taxes and without taking into account the effects of Sections 67 and 68 of the Code), provided that, with respect to any fiscal year ending after the Effective Date, the amount of taxable income referred to in clause (a) above shall only be reduced by an amount equal to 75% of Available Carryforwards; and (xe) on and after the Specified IPO Date, so long as immediately before and after giving effect to such payment, no Payment Default or Bankruptcy Event of Default then exists or would result therefromshall have occurred and be continuing, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds in respect of any issuance period during which any Obligor qualifies as a partnership for U.S. federal and state income tax purposes, such Obligor (including any Additional Parent Guarantor) shall be permitted to make “Tax Distributions” on the basis of Equity Interests; the “Assumed Tax Rate” (as each such term is defined in the September 28, 2011 draft form of partnership agreement of Carlyle Holding I L.P. provided that to the Restricted Payment Administrative Agent’s counsel on October 19, 2011 (the “Tax Agreement Form”), which Tax Agreement Form may be delivered by the Administrative Agent to each Lender upon request) in accordance with the terms and conditions set forth in the issuance of Equity Interests are substantially concurrentTax Agreement Form.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or make any Restricted Payments with respect to the Borrower or any distribution of its Restricted SubsidiariesProperty to its Equity Interest holders, except: (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (iia) the Borrower may declare and make pay dividends and distributions with respect to its Equity Interests payable solely in additional shares of Borrower’s Qualified its Equity Interests (other than Disqualified Capital Stock); (b) Subsidiaries may declare and may exchange Equity Interests for its Qualified pay dividends to other Loan Parties ratably with respect to their Equity Interests; (iiic) the Borrower and each Subsidiary may (x) repurchase fractional shares of purchase, redeem or otherwise acquire its common or subordinated Equity Interests arising out with the proceeds received from the substantially concurrent issue of stock dividends, splits new common or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its subordinated Equity Interests; (ivd) the Borrower may redeem or otherwise cancel declare and pay quarterly cash distributions of Available Cash to the holders of any 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 Borrower and in accordance with the Borrower’s Organization Documents; provided, that no Default exists at the time of or after giving effect to such Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rightsPayment; (ve) following a Qualifying IPO, substantially contemporaneously with the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by consummation of the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at Specified Transactions on the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPOClosing Date, the Borrower may repurchase Equity Interests declare and pay Restricted Payments to the extent required pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such timeContribution Agreement; (viif) the Borrower may make Restricted Payments pursuant to and in accordance connection with stock option long-term incentive plans or other benefit plans or agreements arrangements for directors, management, employees or other eligible service providers consultants of the Borrower or and its Restricted Subsidiaries; (viiig) the Borrower may make Restricted Payments to redeem its Equity Interests that are held at such time by “Ineligible Holders” (as defined in the Partnership Agreement) pursuant to Section 4.10 of the Partnership Agreement; (h) so long as no Default or Event of Default then exists or would result therefromhas occurred and is continuing, (i) the Borrower may declare repurchase, redeem or make Restricted Payments ifotherwise acquire any Equity Interests of the Borrower held by any current or former officer, after giving pro forma effect to such Restricted Paymentdirector, consultant, or employee of the Borrower, the Borrower Subsidiaries and its the General Partner pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and (ii) to the extent such payments are deemed to be Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefromPayments, the Borrower may make Restricted Payments not otherwise permitted payments under this Section 6.04 using stock appreciation rights, phantom stock or other similar cash settled interests issued under the proceeds of any issuance of Equity InterestsBorrower’s long term incentive program; provided that the aggregate Restricted Payment and Payments made under this clause (h) shall not exceed $3,000,000 during any fiscal year; and (i) payments of cash, dividends, distributions, advances or other Restricted Payments by the Borrower to allow the payment of cash in lieu of the issuance of Equity Interests are substantially concurrentfractional units upon the exercise of options or warrants.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make make, directly or indirectly, any Restricted Payments Payment, except (a) the Borrower may declare and pay dividends with respect to the Borrower or any its Equity Interests payable solely in additional shares of its Restricted Subsidiariescommon stock, except: (ib) any Restricted Subsidiary of Subsidiaries may declare and pay dividends or make distributions ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees or other eligible service providers of the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrowerand its Subsidiaries, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (iid) the Borrower may declare and make dividends payable solely distribute rights pursuant to a stockholder rights plan or redeem such rights, provided that such redemption is in additional shares accordance with the terms of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; such stockholder rights plan, (iiie) the Borrower may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issuance of its Equity Interests, (xf) the Borrower may repurchase or pay cash in lieu of fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities or exercises the exercise of warrants or optionswarrants, (yg) “the Borrower may make Restricted Payments in connection with the retention of Equity Interests in payment of withholding taxes in connection with equity-based compensation plans, (h) Borrower may enter into and purchase its Equity Interests pursuant to any Structured Repurchase and perform its obligations thereunder or early unwind or settle such Structured Repurchase for cash, securities, other property or any combination of the foregoing, provided that any repurchase of its Equity Interests is otherwise permitted under clause (e) or clause (m) of this Section 6.08 (for the avoidance of doubt, the amount of all Restricted Payments made to purchase Equity Interests pursuant to this clause (h) shall be determined based upon the net exercise” cash payments made after settlement of all payments and obligations pursuant to the terms of such Structured Repurchase, or “net share settle” warrants following the early unwind or options settlement of such Structured Repurchase ), (i) the Borrower or any Subsidiary may receive or accept the return to the Borrower or any Subsidiary of Equity Interests of the Borrower or any Subsidiary constituting a portion of the purchase price consideration in settlement of indemnification claims, (zj) so long as no Event the Borrower or any Subsidiary may make cash payments in lieu of Default then exists fractional shares in connection with the conversion of any Equity Interests or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; Interest or “net share settle” warrants, (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (viik) the Borrower may make Restricted Payments pursuant payments or distributions required by applicable law to and in accordance with stock option plans dissenting stockholders of a target company on or other benefit plans or agreements for directors, management, employees or other eligible service providers after the consummation of the acquisition by the Borrower or of such target company, (l) the Borrower may enter into, exercise its rights and perform its obligations under Permitted Bond ▇▇▇▇▇▇, and (m) the Borrower and its Subsidiaries may make any other Restricted Subsidiaries; (viii) Payment so long as both immediately prior to and after giving effect (including giving effect on a pro forma basis) thereto (tested as of the date such Restricted Payment is declared, so long as such Restricted Payment is paid within sixty (60) days of such declaration) (i) no Default or Event of Default then exists or would result therefrom, has occurred and is continuing and (ii) the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, is in compliance with the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, financial covenants set forth in Section 6.10 for the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrentmost recently ended fiscal quarter.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or to make any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment; provided, except: (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiarythat, so long as (A) such Restricted Payment was it is permitted under clause (viii) of this Section 6.04 at the time so declared by law, and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists shall have occurred and be continuing or would result therefrom, (a) Borrower may make distributions to former employees, officers, or directors of Borrower (or any spouses, ex-spouses, or estates of any of the foregoing) on account of redemptions of Equity Interests of Borrower held by such Persons, provided, that the aggregate amount of such redemptions made by Borrower during the term of this Agreement plus the amount of Indebtedness outstanding under clause (l) of the definition of Permitted Indebtedness, does not exceed $250,000 in the aggregate, (b) Borrower may make distributions to former employees, officers, or directors of Borrower (or any spouses, ex-spouses, or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Borrower on account of repurchases of the Equity Interests of Borrower held by such Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of Borrower, (c) Borrower may declare and make dividend payments or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000;other distributions solely in Qualified Equity Interests, (ixd) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare purchase, redeem or otherwise acquire its Equity Interests with the proceeds received from the substantially concurrent issue of new Qualified Equity Interests, (e) Borrower 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 preferred or convertible Equity Interests to convert to Qualified Equity Interests, and make cash payments in lieu of fractional Equity Interests in connection with any such conversion, and (f) Borrower may make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) then amount available under the Additional Equity Interest Basket, so long as (i) no Default or Event of Default then exists has occurred and is continuing or would result therefrom, from the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds consummation of any issuance of Equity Interests; provided that the such Restricted Payment and the issuance (ii) after giving effect to such Restricted Payment Borrower will have Liquidity of Equity Interests are substantially concurrentat least $16,000,000.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make make, or agree to pay or make, directly or indirectly, any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment, except: (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (iia) the Borrower may declare and pay dividends or make dividends other Restricted Payments with respect to its Equity Interests payable solely in additional shares of Borrower’s Qualified Equity Interests of the Borrower (other than Disqualified Equity Interests); (b) the Borrower and any Restricted Subsidiaries may exchange repurchase (i) Equity Interests for its Qualified upon the exercise of Equity Equivalents if such Equity Interests represent a portion of the exercise price of such Equity Equivalents and (ii) Equity Interests from any current or former officer, director, employee or consultant (or their current or former spouses, estates, estate planning vehicles and family members) or other holder of Equity Interests to comply with Tax withholding obligations relating to Taxes payable by such person upon the grant or award of such Equity Interests (or upon vesting thereof); (c) the Borrower and any Restricted Subsidiaries may make cash payments in lieu of the issuance of fractional shares in connection with the exercise or conversion of Equity Equivalents; (d) Restricted Subsidiaries may declare and pay dividends or make other distributions to any Loan Party; provided that in the case of a dividend or other distribution by a non-Wholly Owned Restricted Subsidiary, such dividends or distributions shall be made ratably with respect to their Equity Interests; (iiie) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the any Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option incentive plans or other employee benefit plans or agreements for directors, management, officers or employees or other eligible service providers of the Borrower or and its Restricted Subsidiaries; (viiif) so long as no Default or Event of Default then exists has occurred and is continuing or would result therefromarise after giving effect thereto, the Borrower and any Restricted Subsidiaries may declare purchase Equity Interests from present or make former officers, directors, consultants or employees (or their current or former spouses, estates, estate planning vehicles and family members) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment or service of such officer, director, consultant or employee, in an aggregate amount not exceeding $10,000,000 in any fiscal year of the Borrower, with any unused amount in any fiscal year being carried over to the subsequent fiscal year to increase the basket in such fiscal year, plus, the proceeds received by the Borrower or any Restricted Payments ifSubsidiary of any key man life insurance; (g) the payment of any dividend or distribution, or the consummation of any irrevocable redemption, within 60 days after the date of declaration of the dividend or distribution or giving pro forma effect of the redemption notice, as the case may be, if at such date of declaration or redemption notice such dividend, distribution or redemption, as the case may be, would have complied with this Section 7.06; (h) redemptions, repurchases, retirements or other acquisitions of Equity Interests in the Borrower or any of the Restricted Subsidiaries deemed to occur upon exercise of stock options or warrants or similar rights if such Restricted PaymentEquity Interests represent a portion of the exercise price of, or tax withholdings with respect to, such options or warrants or similar rights; (i) the Borrower and its Restricted Subsidiaries may make additional Restricted Payments using the Available Amount so long as the Available Amount Conditions have Liquidity of at least $500,000,000been met; (ixj) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments to consummate the Transactions in respect of amounts owing under the Acquisition Documents in accordance with the Acquisition Documents; (k) other Restricted Payments of the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed $1,000,000,000 since the Effective Date10,000,000; and (xl) so long as no Default or Event of Default then exists or would result therefrom, the Borrower and its Restricted Subsidiaries may make Restricted Payments not otherwise permitted under this Section 6.04 using purchase the proceeds remaining outstanding Equity Interests (and any Equity Equivalents) of any issuance of Equity Interests; provided Subsidiary acquired in an Investment made in compliance with Section 7.04 that the Restricted Payment and the issuance of Equity Interests are substantially concurrentis structured as a tender offer followed by a back-end merger.

Restricted Payments. The Borrower Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, declare or make any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment, exceptother than: (ia) Restricted Payments by any Restricted Subsidiary of the Borrower may make Restricted Payments to (i) the Borrower or to any (ii) such Subsidiary’s direct parent company so long as such parent company is a Loan Party and a direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (iib) repurchases by the Borrower may declare of its Capital Stock upon the exercise of stock options, warrants or other equity derivatives or settlement of convertible securities if such Capital Stock represents a portion of the exercise price of such options, warrants or other equity derivatives or the settlement price of such convertible securities and make no cash is actually expended by the Borrower; (c) cash payments by the Borrower in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock in the Borrower; (d) Restricted Payments by any Loan Party or any Subsidiary of any Loan Party to pay dividends with respect to its Capital Stock payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity InterestsCapital Stock (other than Disqualified Capital Stock); (iiie) to the extent constituting Restricted Payments, consummation by the Borrower may and its Subsidiaries into transactions expressly permitted by Section 9.04; (xf) repurchase fractional shares repurchases of its Equity Interests arising out Capital Stock under equity incentive plans approved by the Borrower’s board of directors to occur upon the exercise of stock dividends, splits options or combinations, business combinations or conversions of convertible securities or exercises of warrants or optionssimilar equity incentive awards; provided, that (yi) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefromimmediately after giving effect to such payment, make cash settlement payments upon (ii) the exercise amount paid in respect of warrants or options to purchase its Equity Interestssuch repurchases does not exceed $5,000,000 in the aggregate in any fiscal year; (ivg) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers by any Subsidiaries of the Borrower or its Restricted Subsidiaries;that are not Loan Parties to other Subsidiaries of the Borrower that are not Loan Parties; and (viiih) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make other Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments by any Loan Party in an aggregate amount not to exceed $1,000,000,000 since the Effective DateAvailable Amount as of the date of such Restricted Payment; andprovided that each of the following conditions are satisfied on such date: (xi) so long as no Default or Event of Default then exists shall have occurred and be continuing or would result therefrom; and (ii) after giving effect to such Restricted Payment, on a pro forma basis, as of the most recently completed Test Period, the Borrower Total Net Leverage Ratio shall not be greater than 3.50 to 1.00; ;provided, that, and notwithstanding anything to the contrary in this Section 9.06, no Loan Party nor any of its Subsidiaries, may make any Restricted Payments not otherwise permitted under this Section 6.04 using Payment that involves the proceeds assignment, contribution, transfer, license, sub-license or other Disposition of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrentKey IP to any Person other than a Loan Party.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or to make any Restricted Payments with respect Payment; provided, however, that, so long as it is permitted by law, and so long as no Default or Event of Default shall have occurred and be continuing or would exist upon giving effect thereto: (a) the Borrower may make distributions to former employees, officers, or directors of the Borrower (or any spouses, ex-spouses, or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to the Borrower on account of repurchases of the Equity Interests of the Borrower held by such Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of the Borrower, (b) the Borrower may make distributions to former employees, officers, or directors of the Borrower (or any spouses, ex-spouses, or estates of its Restricted Subsidiariesany of the foregoing) on account of redemptions of Equity Interests of the Borrower held by such Persons, except:provided, however, that the aggregate amount of such redemptions made by the Borrower plus the amount of Indebtedness outstanding under clause (l) of the definition of Permitted Indebtedness, does not exceed the Stock Redemption Base Amount in the aggregate in any fiscal year; provided, that an amount of up to the Stock Redemption Carry-Forward Amount (minus the amount of any Stock Redemption Carry-Forward Amount for such year under clause (l) of the definition of Permitted Indebtedness) may be carried forward to the next succeeding fiscal year if not used in such fiscal year; provided further, that any amount so carried over may not be used in that fiscal year until the Stock Redemption Base Amount permitted to be expended in such fiscal year has first been used in full and any such carry-over amount applicable to a succeeding fiscal year may not be carried forward to another fiscal year, (ic) any Restricted Subsidiary of the Borrower may make Restricted Payments to from the Available Amount Basket, (d) the Borrower or may make Restricted Payments consisting of repurchases of Equity Interests deemed to any direct or indirect wholly-owned Restricted Subsidiary of occur upon the Borrower, and any non-wholly-owned Restricted cash exercise of stock options, stock appreciation rights, restricted stock units, warrants or other convertible or exchangeable securities, (e) any Subsidiary may make Restricted Payments to the Borrower or any other Subsidiary; provided that in the case of any such Restricted Payment by a Subsidiary that is not a Wholly-Owned Subsidiary, such Restricted Payment is made to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests;, (iif) the Borrower or any Subsidiary may make Restricted Payments consisting of cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrower or such Subsidiary, (g) the Borrower may declare and make dividends payable solely withholding tax payments on behalf of employees in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) connection with the Borrower may (x) repurchase fractional shares of its Equity Interests arising out exercise by such employees of stock dividends, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options other rights to purchase its Equity Interests; (iv) the 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 the vesting of services to the Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such restricted Equity Interests or rights;Interests, (vh) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make cash payments representing the “strike price” for any Restricted Payment that has been declared stock option, warrant or other convertible or exchangeable security payable by the holder thereof, but only to the extent such “strike price” was actually received by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared Subsidiary and (B) such Restricted Payment is made within 60 days no netting of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment was made by the Borrower with respect or such Subsidiary, in each case, prior to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at or such time;Subsidiary making any cash payment in respect of such stock option, warrant or other convertible or exchangeable security, (viii) the Borrower may make other Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, a pro forma basis after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ixx) so long as no Default or Event of Default then exists has occurred and is continuing or would result therefromtherefrom and (y) the Total Leverage Ratio as of the last Test Period at the end of which Section 9.1 Financials were required to have been delivered, ifwould not exceed 2.00 to 1.00, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the and (j) Borrower may declare or make Restricted Payments and pay dividends in an aggregate amount not to exceed $1,000,000,000 since accordance with Borrower’s publicly announced regular dividend policy approved by the Effective DateBorrower’s Board of Directors; and (x) so long as provided that no Default or Event of Default then exists or would result therefrom, shall have occurred and be continuing at the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds time of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrentdeclaration thereof.

Restricted Payments. The Borrower will notDeclare or make, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, declare or make any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment, exceptexcept that: (ia) any each Restricted Subsidiary of the Borrower may make Restricted Payments to any other Loan Party (other than Holdings) and any other Person that owns a direct Equity Interest (other than Disqualified Equity Interests) in such Restricted Subsidiary, ratably according to their respective holdings of the type of Equity Interests in respect of which such Restricted Payment is being made; (b) the Borrower and each of its Restricted Subsidiaries may declare and make dividend payments or other distributions payable solely in the common or preferred stock or other common or preferred Equity Interests of such Person (other than Disqualified Equity Interests); provided that such Equity Interests shall be pledged to the Collateral Agent to the extent required by Section 6.12 hereof; (c) the Borrower may declare and pay cash dividends to Holdings in an amount not to exceed an amount necessary to permit Holdings to pay (i) reasonable and customary corporate and operating expenses relating to maintaining its ownership interest in the Borrower (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, and compensation, benefits and other amounts payable to officers and employees in connection with their employment in the ordinary course of business and to board of director observers), (ii) franchise Taxes and similar fees required to maintain its corporate existence, (iii) any income Taxes imposed on Holdings or its direct or indirect parent of Holdings as the common parent of a consolidated, combined or similar Tax group of which the Borrower and/or its Restricted Subsidiaries are members, up to an amount not to exceed the amount of any such income Taxes that the Borrower and its Restricted Subsidiaries would have been required to pay on a separate company (or a stand-alone Tax group) basis (reduced by any income Taxes paid directly by the Borrower or to any direct or indirect wholly-owned its Restricted Subsidiary Subsidiaries); provided that in determining the hypothetical income Tax liability of the BorrowerBorrower and/or its Restricted Subsidiaries on a separate company (or a stand-alone Tax group) basis for the purpose of clause (iii), any interest expense on any Indebtedness incurred by Holdings shall be treated as the interest expense of the Borrower and any non-wholly-owned Restricted dividends by Borrower attributable to the income of any Unrestricted Subsidiary may make Restricted Payments shall be permitted only to the extent that cash payments were made for such purpose by such Unrestricted Subsidiary to the Borrower or any of its other Restricted Subsidiaries and to each other owner (iv) all costs or fees incurred in compliance with or in anticipation of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interestscompliance with Securities Laws and state securities Laws; (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iiid) the Borrower may (xor make Restricted Payments to allow Holdings or any direct or indirect parent thereof to) repurchase fractional repurchase, redeem or otherwise acquire or retire shares of its Equity Interests arising out capital stock held by officers, directors or employees of stock dividendsHoldings or any Restricted Subsidiary(or their estates or trusts) following the death, splits disability or combinationstermination of employment of any such Person and, business combinations so long as no Default shall have occurred and be continuing (or conversions would result therefrom), the Borrower may pay dividends to Holdings to permit such repurchase, redemption, retirement or acquisition; provided that the aggregate amount of convertible securities or exercises payments to Holdings by the Borrower under this clause (d) will not exceed $2.5 million in any Fiscal Year of warrants or options, the Borrower (y) “net exercise” or “net share settle” warrants or options or with any unused portion of such scheduled amount available for use in any succeeding Fiscal Year); (ze) so long as no Event of Default then exists shall have occurred and be continuing or would result therefrom, the Borrower and each of its Restricted Subsidiaries may make other Restricted Payments, at any time in an amount not to exceed the sum of (i) $10.0 million in the aggregate during the term of this Agreement and (ii) if, after giving effect to such Restricted Payment on a Pro Forma Basis, the Consolidated Fixed Charge Coverage Ratio as of the last day of the most recently ended Fiscal Quarter would be not less than 1.25:1.00, the Available Amount at such time (for the purposes of clarity, the Available Amount under this clause (ii) cannot be used to make Restricted Payments (or payments to Holdings in order for Holdings to make) in order to make cash settlement dividend payments upon the exercise of warrants or options to purchase its Equity Interestson Holdings’ preferred stock); (ivf) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rightsInvestments permitted by Section 7.03; (vg) following a Qualifying IPOrepurchases of Equity Interests in Holdings, the Borrower or any of the Restricted Subsidiary may make any Restricted Payment that has been declared by Subsidiaries deemed to occur upon exercise of stock options or warrants or similar rights to the Borrower or extent such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) Equity Interests represent a portion of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days exercise price of such declarationoptions or warrants or similar rights; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (viih) the Borrower may make Restricted Payments pursuant to Holdings or to any direct or indirect parent of Holdings (and in accordance with stock option plans Holdings may make Restricted Payments to any direct or other benefit plans or agreements for directorsindirect parent of Holdings) the proceeds of which shall be used to make payments permitted under Sections 7.08(d), management, employees or other eligible service providers of (e) and (h) (but only to the extent such payments have not been and are not expected to be made by the Borrower or its a Restricted SubsidiariesSubsidiary); (viiii) so long as no Default the declaration and payment of dividends on the Borrower’s common stock following the first public offering of the Borrower’s common stock or Event the common stock of Default then exists any of its direct or would result therefromindirect parents after the Closing Date, of up to 6.0% per annum of the net proceeds received by or contributed to the Borrower may declare in or make Restricted Payments iffrom any such public offering, after giving pro forma effect other than public offerings with respect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default Borrower’s common stock registered on Form S-4 or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective DateForm S-8; and (xj) so long as the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration (i) such payment would have complied with the provisions of clause (i) of this Section 7.06 and (ii) no Default or Event of Default then exists or would result therefromoccurred and was continuing; provided, for purposes of calculating the Borrower may amount available to make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of Payments, any issuance of Equity Interests; provided that the dividend or distribution paid in reliance on clause (j) shall be deemed to be a Restricted Payment on the date of declaration and not on the issuance date of Equity Interests are substantially concurrentpayment.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make make, or agree to pay or make, directly or indirectly, any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment, except: except (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (iia) the Borrower may declare and make pay dividends with respect to its Equity Interests payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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 optionscommon stock, (yb) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the Borrower Subsidiaries 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 Borrower declare and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower pay dividends ratably with respect to such repurchase was permitted under clause their Equity Interests, (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (viic) the Borrower may make Restricted Payments pursuant to and in accordance with stock option and benefits plans, including, without limitation, (i) cashless exercises of any such options, (ii) the delivery to Borrower of shares of Borrower’s common stock or restricted stock units by directors, management and employees of the Borrower or any Subsidiary thereof to cover tax withholding obligations associated with grants or exercises of stock options, restricted stock, restricted stock units or other equity-based awards, as well as other Restricted Payments pursuant to and in accordance with option plans or other benefit plans for management or agreements for directors, management, employees or other eligible service providers of the Borrower or and its Restricted Subsidiaries; Subsidiaries and (viiiiii) so long as no Event of Default is then outstanding or would result therefrom, the purchase of the Borrower’s common stock on the open market and the re-issuance of such common stock to officers and employees of the Borrower in connection with incentive compensation plans or other agreements with officers, directors or employees of the Borrower approved by the Board of Directors of the Borrower, option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (d) the Borrower may exchange an Equity Interest of the Borrower for another Equity Interest of the Borrower, (e) subject to compliance with all covenants, limitations and restrictions governing consolidations, mergers and/or asset transfers set forth in the Loan Documents, the Borrower may make payments or distributions to dissenting stockholders pursuant to applicable law or in connection with the settlement or other satisfaction of legal claims made pursuant to or in connection with a consolidation, merger or transfer of assets; (f) the Borrower may make cash payments in lieu of the issuance of fractional shares and (g) the Borrower and its Subsidiaries may make any other Restricted Payment so long as (1) no Default or Event of Default then exists has occurred and is continuing prior to making such Restricted Payment or would result therefromarise after giving effect (including giving effect on a Pro Forma Basis) thereto, and (2) the aggregate amount of all such Restricted Payments does not exceed 50% of cumulative Consolidated Net Income of the Borrower may declare or make Restricted Payments ifsince January 31, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrent2011.

Restricted Payments. The Borrower will notPay or make, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, declare or make any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment, except: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned each Restricted Subsidiary may make Restricted Payments to the Borrower or and to its other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower and any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests); (b) the Borrower may (i) redeem in whole or in part any of its Equity Interests for another class of Equity Interests or rights to acquire its Equity Interests or with proceeds from substantially concurrent equity 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 or (ii) the Borrower and each of its Restricted Subsidiaries may declare and make dividends dividend payments or other distributions payable solely in additional shares of Borrower’s Qualified the Equity Interests and may exchange (other than Disqualified Equity Interests for its Qualified not otherwise permitted by Section 7.03) of such Person; provided that after giving effect to any action pursuant to clause (i) and (ii) above, the same percentage of the Equity InterestsInterests of the Borrower or the respective Restricted Subsidiary are pledged pursuant to the Collateral Documents as were so pledged immediately prior thereto; (iiic) [Reserved]; (d) 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 7.02, 7.04, 7.08 or 7.11; (xe) repurchase fractional shares repurchases of its Equity Interests arising out in Holdings deemed to occur upon exercise of stock dividends, splits options or combinations, business combinations warrants if such Equity Interests represent a portion of the exercise price of such options or conversions of convertible securities or exercises of warrants or options, required withholding taxes on such repurchases; (y) “net exercise” or “net share settle” warrants or options or (zf) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower has occurred and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of is continuing at such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPOtime, the Borrower may repurchase pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Holdings (or of any such direct or indirect parent of Holdings) by any future, present or former employee, director, consultant or distributor (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of Holdings (or any direct or indirect parent company of the Borrower) or any of its Subsidiaries so long as such purchase is pursuant to an in accordance with the terms of any accelerated employee or director equity plan, employee or director stock repurchase option plan or similar any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement; provided that the payment made by the Borrower ) with respect to such repurchase was permitted under clause any employee, director or consultant of Holdings (viiior any direct or indirect parent of Holdings) or (ix) any of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such timeits Subsidiaries; (viig) the Borrower may make Restricted Payments to Holdings or to any direct or indirect parent of Holdings: (i) the proceeds of which will be used to pay the tax liability to each foreign, federal, state or local jurisdiction in respect of consolidated, combined, unitary or affiliated returns for such jurisdiction of Holdings (or such direct or indirect parent) attributable to the Borrower or its Subsidiaries determined as if the Borrower and its Subsidiaries filed separately; (ii) the proceeds of which shall be used to pay operating costs and expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, attributable to the ownership or operations of the Borrower and its Subsidiaries; (iii) the proceeds of which shall be used to pay franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence; (iv) to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) the Borrower shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be 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 stock option plans the requirements of Section 6.11; (v) the proceeds of which shall be used to pay costs, fees and expenses (other than to Affiliates) related to any equity or debt offering permitted by this Agreement (whether or not successful); and (vi) the proceeds of which shall be used to pay customary salary, bonus and other benefit plans benefits payable to officers and employees of Holdings or agreements for directorsany direct or indirect parent company of Holdings to the extent such salaries, management, employees bonuses and other benefits are attributable to the ownership or other eligible service providers operation of the Borrower or and its Restricted Subsidiaries; (viiih) the Borrower or any of the Restricted Subsidiaries may (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition and (b) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; (i) Restricted Payments may be made to Holdings to finance (a) the redemption, repurchase or other retirement of the Existing 2016 Notes and (b) any regularly scheduled principal and interest and mandatory prepayments, fees and expenses payable in respect of the Existing 2016 Notes; (j) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration (i) such payment would have complied with the provisions of this Agreement and (ii) no Event of Default occurred and was continuing; (k) the declaration and payment of dividends on the Borrower’s common stock following the first public offering of the Borrower’s common stock (or the payment of dividends to any direct or indirect parent company of the Borrower to fund a payment of dividends on such company’s common stock), or the common stock of any of its direct or indirect parents after the Closing Date, of up to 6% per annum of the net proceeds received by or contributed to the Borrower in or from any such public offering, other than public offerings with respect to the Borrower’s common stock registered on Form S-4 or Form S-8; (l) payments made or expected to be made by the Borrower or any of the Restricted Subsidiaries in respect of withholding or similar Taxes payable by any of their respective future, present or former employees, directors, managers or consultants (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) and any repurchases of their respective Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options; (m) [Reserved]; (n) other Restricted Payments (i) in an aggregate amount, together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 7.11(a)(iv)(A), (2) loans and advances to Holdings or any direct or indirect parent of Holdings made pursuant to Section 7.02(n) in lieu of Restricted Payments permitted by this clause (n)(i) and (3) Investments designated by the Borrower as a Restricted Payment pursuant to Section 7.05(i)(D), not to exceed the greater of (x) $175,000,000 and (y) (so long as no Default or Event at the time of Default then exists or incurrence and after giving Pro Forma Effect thereto, the Total Net Leverage Ratio would result therefromnot exceed 6.0:1.0) 3.0% of Total Assets and (ii) out of the Available Amount; and (o) beginning on the fifth anniversary of the date of issuance of any Qualified Holding Company Debt, the Borrower may declare or make Restricted Payments ifpay dividends to Holdings the proceeds of which are promptly applied by Holdings to fund cash interest payments on Qualified Holding Company Debt, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, on a Pro Forma Basis after giving pro forma effect to the payment of such Restricted Payment, dividends (i) the Borrower Senior Secured First-Lien Net Leverage Ratio for the most recently ended Test Period would not be greater than 4.5:1.0 and its Restricted Subsidiaries (ii) the Interest Coverage Ratio for the most recently ended Test Period would have Liquidity of not be less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrent1.75:1.0.

Restricted Payments. The Borrower will Company shall not, and will not nor shall it permit any of its Restricted Subsidiaries to, declare directly or indirectly, make any Restricted Payments; provided that the following Restricted Payments with respect to the Borrower shall be permitted so long as no Default or any Event of its Default has occurred and is continuing or would occur or result from such Restricted Subsidiaries, exceptPayments: (a) (i) Restricted Payments payable solely in shares of Company’s Qualified Stock or (ii) any equity or equity-based award, warrant or other right to acquire any such Qualified Stock (and any Restricted Subsidiary of the Borrower may make Restricted Payments pursuant to the Borrower such awards, warrants, or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted other rights); (b) (i) each Subsidiary may make Restricted Payments to the Borrower Company and to any other Subsidiaries that are not Excluded Subsidiaries (and, in the case of a payment by a non-wholly owned Subsidiary, to the Company or any of its such other Restricted Subsidiaries that are not Excluded Subsidiaries) and to each other owner of Equity Interests Stock of such Restricted Subsidiary (that is not an Excluded Subsidiary) ratably based on according to their relative ownership interests of the relevant class of Equity InterestsStock or as otherwise required by the applicable Organizational Documents and (ii) any Excluded Subsidiary may make Restricted Payments to any other Excluded Subsidiary; (iic) Repurchases, retentions, or other acquisitions of Qualified Stock that occur or are deemed to occur in connection with the Borrower may declare and make dividends payable solely in additional shares vesting, exercise, or settlement of Borrower’s equity or equity-based awards or warrants or other securities convertible into or exchangeable for Qualified Equity Interests and may exchange Equity Interests for its Stock if such repurchase, retention, or other acquisition of Qualified Equity InterestsStock represents payment of any portion of the exercise price of such awards, warrants or securities pursuant to a “cashless exercise” or similar feature or any portion of the amount necessary to satisfy tax withholding obligations; (iiid) the Borrower Company or any Subsidiary may (x) repurchase fractional shares receive or accept the return to the Company or any Subsidiary of its Equity Interests arising out Stock of stock dividends, splits or combinations, business combinations or conversions the Company constituting a portion of convertible securities or exercises the purchase price consideration in settlement of warrants or options, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interestsindemnification claims in connection with a Permitted Acquisition; (ive) the Borrower may redeem Restricted Payments constituting cash payments made in lieu of issuance of fractional shares; (f) purchases, redemptions, retirements or otherwise cancel Equity Interests other acquisitions of Qualified Stock (i) held by current or rights in respect thereof granted to (or make payments on behalf of) former directors, officers, employees employee or other providers of services to the Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vestingconsultants (or their transferees, settlement estates or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted beneficiaries under clause (viiitheir estates) of this Section 6.04 at the time so declared Note Parties and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed exceed, in any fiscal year, $1,000,000,000 since 1,000,000, with unused amounts in any fiscal year (the Effective Date“Unused Amounts”) being carried over solely to the immediately succeeding fiscal year, and the Unused Amounts shall be deemed to be available and used solely after the use in full of the amount available to be used for such immediately succeeding fiscal year without the inclusion of the Unused Amounts; (g) the Company may make Restricted Payments in connection with the retention of Equity Interests constituting Qualified Stock in payment of withholding taxes in connection with equity-based compensation plans; and (xh) so long as no Default the Company’s purchase, redemption, retirement or Event other acquisition of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using its Stock with the proceeds received from a substantially concurrent issue of any issuance new shares of its Qualified Stock or from cash proceeds received solely from the settlement of Permitted Equity Interests; Derivatives. Except as otherwise provided that in Section 8(g) of the Restricted Payment and Exchange Agreement, none of (w) the issuance of new shares of the Company’s Qualified Stock, or the application of cash proceeds received from a Permitted 2025 Notes Refinancing or the settlement of Permitted Equity Interests are substantially concurrentDerivatives, to consummate the conversion, exercise, repurchase, redemption, settlement, unwinding or early termination or cancellation of (whether in whole or in part and including by netting or set-off) the 2025 Notes or any Permitted 2025 Notes Refinancing thereof (in each case, (A) to the extent not prohibited by the terms of the 2025 Notes, any Permitted 2025 Notes Refinancing thereof or any Permitted Equity Derivatives, as applicable and (B) upon the satisfaction of any condition that would permit or require any of the foregoing), (x) the issuance of or the performance of obligations under (including any payments of interest) the 2025 Notes in accordance with the terms thereof, (y) any Permitted 2025 Notes Refinancing thereof or (z) any Permitted Equity Derivatives and any settlement, unwinding or early termination or cancellation thereof, shall be prohibited by this Section 4.26, any other provision of this Agreement or any other Note Document.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make any Restricted Payments with respect to the Borrower or any of its Restricted Subsidiaries, except: (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interestscommon stock; (iii) 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 optionsor, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Default or Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests, or “net exercise” or “net share settle” warrants; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viiiix) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 30 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into made as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) the Borrower or any Subsidiary may make Restricted Payments to employees of and third party investors in a Person, business or division acquired by the Borrower or its Subsidiaries, the payment or amount of which is contingent upon the performance and/or continued employment of one or more employees of such acquired Person, business or division; and (ix) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, if the Total Leverage Ratio for the most recent Measurement Period then ended and after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of Payment is less than $500,000,0002.0:1.0; provided that, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) following a Qualifying IPO and so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrentclause (ix) in an aggregate principal amount not to exceed $200,000,000500,000,000.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make make, directly or indirectly, any Restricted Payments Payment, except (a) the Borrower may declare and pay dividends with respect to the Borrower or any its Equity Interests payable solely in additional shares of its Restricted Subsidiariescommon stock, except: (ib) any Restricted Subsidiary of Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management, employees or other eligible service providers of the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrowerand its Subsidiaries, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (iid) the Borrower may declare and make dividends payable solely distribute rights pursuant to a stockholder rights plan or redeem such rights, provided that such redemption is in additional shares accordance with the terms of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; such stockholder rights plan, (iiie) the Borrower may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issuance of its Equity Interests, (xf) the Borrower may repurchase fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or optionssecurities, (yg) “net exercise” the Borrower may make Restricted Payments in connection with the retention of Equity Interests in payment of withholding taxes in connection with equity-based compensation plans, (h) the Borrower or “net share settle” warrants any Subsidiary may receive or options accept the return to the Borrower or any Subsidiary of Equity Interests of the Borrower or any Subsidiary constituting a portion of the purchase price consideration in settlement of indemnification claims, (zi) so long as no Event the Borrower or any Subsidiary may make cash payments in lieu of Default then exists fractional shares in connection with the conversion of any Equity Interests or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; Interest or “net share settle” warrants, (ivj) payments or distributions to dissenting stockholders pursuant to applicable law, (k) the Borrower may redeem or otherwise cancel Equity Interests or enter into, exercise its rights in respect thereof granted to and perform its obligations under Permitted Call Spread Swap Agreements and (or make payments on behalf ofl) directors, officers, employees or other providers of services to the Borrower and the Restricted its Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any other Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) as, prior to making such Restricted Payment was permitted under clause and after giving effect (viiiincluding giving effect on a Pro Forma Basis) of this Section 6.04 at the time so declared and thereto (Bi) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefrom, has occurred and is continuing and (ii) the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of Leverage Ratio is less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not equal to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrent2.75 to 1.00.

Restricted Payments. The Neither Borrower will not, and will not permit nor any of its Restricted Subsidiaries toshall, directly or indirectly, declare or make any Restricted Payments with respect to the Payment at any time, except, without duplication: (a) Borrower or any of its Restricted Subsidiaries, except: (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the extent permitted pursuant to Section 2.09(b)(ii); (b) any Restricted Subsidiary of Borrower may declare and make Restricted Payments to Borrower or any Wholly Owned Subsidiary of Borrower which is a Restricted Subsidiary; (c) any Restricted Subsidiary of Borrower, if such Restricted Subsidiary is not a Wholly Owned Subsidiary, may declare and make Restricted Payments in respect of its Equity Interests to all holders of such Equity Interests generally so long as Borrower or its respective Restricted Subsidiary that owns such Equity Interest or interests in the Person making such Restricted Payments receives at least its proportionate share thereof (based upon its relative ownership of the subject Equity Interests and the terms thereof); (d) Borrower and its Restricted Subsidiaries may (i) make Restricted Payments in connection with the ▇▇▇▇ Group Reorganization and (ii) engage in transactions to the extent permitted by Section 10.04 and Section 10.05; (e) Borrower and its Restricted Subsidiaries may make Restricted Payments in respect of Disqualified Capital Stock issued in compliance with the terms hereof; (f) Borrower may repurchase (or make Restricted Payments in respect thereof) common stock or common stock options (including those issued by ▇▇▇▇ Resorts or such other parent entity of Borrower) from present or former officers, directors or employees (or heirs of, estates of or trusts formed by such Persons) of any Company or ▇▇▇▇ Resorts upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (f) shall not exceed $20.0 million in any fiscal year of Borrower; (g) Borrower and its Restricted Subsidiaries may (i) repurchase (or make Restricted Payments in respect thereof) Equity Interests (including those issued by ▇▇▇▇ Resorts or such other parent entity of Borrower) to the extent deemed to occur upon exercise of stock options, warrants or rights in respect thereof to the extent such Equity Interests represent a portion of the exercise price of such options, warrants or rights in respect thereof and (ii) make payments in respect of (or make Restricted Payments in respect thereof) withholding or similar taxes payable or expected to be payable by any present or former member of management, director, officer, employee, or consultant of Borrower or any of its Subsidiaries or ▇▇▇▇ Resorts or such other Restricted Subsidiaries and to each other owner parent entity of Equity Interests Borrower or family members, spouses or former spouses, heirs of, estates of or trusts formed by such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity InterestsPersons in connection with clause (i); (iih) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity may make Restricted Payments to allow the payment of at least $500,000,000cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Equity Interests, or payments or distributions to dissenting stockholders pursuant to applicable law (in each case, including with respect to ▇▇▇▇ Resorts or such other parent entity of Borrower); (ixi) so long as immediately before and after giving effect thereto (A) no Default or Event of Default then exists has occurred and is continuing and (B) the Consolidated Fixed Charge Coverage Ratio is greater than or would result therefromequal to 2.00:1.00 on a Pro Forma Basis as of the most recent Calculation Date, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed (i) the Initial Base Restricted Payments Amount on such date, plus (ii) the Available Amount; (j) to the extent constituting Restricted Payments, Borrower may make payments to counterparties under Swap Contracts entered into in connection with the issuance of convertible or exchangeable debt; (k) Borrower and its Restricted Subsidiaries may make Tax Payments to the direct or indirect owners of Borrower or any of the Restricted Subsidiaries; (l) Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed the Initial Base Junior Financing Prepayments Amount; (m) Borrower may pay Allocable Overhead to ▇▇▇▇ Resorts in respect of each Qualifying Project of Borrower and its Restricted Subsidiaries; (n) Borrower and its Restricted Subsidiaries may pay Management Fees and IP Licensing Fees; (o) Borrower may on the Closing Date make Restricted Payments in order to consummate the Closing Date Refinancing; (p) Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed the Available Equity Amount; (q) Borrower may make ordinary course dividends or distributions to ▇▇▇▇ Resorts in an amount not to exceed $1,000,000,000 since 1,000.0 million in the Effective aggregate in any fiscal year; provided that with respect to any unused amounts in any fiscal year, the unused amount from such fiscal year may be carried forward to the immediately subsequent two fiscal years; provided further, that during any such subsequent fiscal year, Borrower shall utilize any carried over amount before using the permitted amount for such fiscal year; (r) so long as (i) immediately before and after giving effect thereto no Event of Default under Section 11.01(b), 11.01(c), 11.01(g), or 11.01(h) has occurred and is continuing and (ii) after giving effect thereto the Consolidated Total Net Leverage Ratio will not exceed 5.50:1.00 calculated on a Pro Forma Basis as of the most recent Calculation Date, Borrower and its Restricted Subsidiaries may make additional Restricted Payments; (s) so long as (i) immediately before and after giving effect thereto no Event of Default has occurred and is continuing and (ii) after giving effect thereto Borrower is in compliance with the Financial Maintenance Covenant (regardless of whether then applicable) on a Pro Forma Basis as of the most recent Calculation Date, Borrower and its Restricted Subsidiaries may make additional Restricted Payments in an amount not to exceed the Excess Dividend Amount on such date; and (t) Borrower and the Restricted Subsidiaries may make payments of amounts necessary to repurchase or retire Equity Interests of Borrower or any Subsidiary (or of ▇▇▇▇ Resorts or any applicable parent entity) to the extent required by any Gaming Authority in order to avoid the suspension, revocation or denial of a Gaming License by that Gaming Authority; provided that, in the case of any such repurchase of Equity Interests of Borrower or any Subsidiary (or of ▇▇▇▇ Resorts or any applicable parent entity), if such efforts do not jeopardize any Gaming License, Borrower or any such Subsidiary will have previously used commercially reasonable efforts to attempt to find a suitable purchaser for such Equity Interests and no suitable purchaser acceptable to the applicable Gaming Authority and Borrower was willing to purchase such Equity Interests on terms acceptable to the holder thereof within a time period acceptable to such Gaming Authority; provided, that (i) during the Financial Covenant Relief Period (x) the Borrower and its Restricted Subsidiaries will not directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment pursuant to foregoing Sections 10.06(a), (i), (l), (p), (q), (r) and (s) or with the proceeds of (A) any Indebtedness incurred by the Borrower or its Restricted Subsidiaries in accordance with Section 10.01 on or after the Amendment No. 1 Effective Date or (B) any economic or other financial aid, assistance or stimulus payments received by the Borrower and its Restricted Subsidiaries from any Governmental Authority and (y) notwithstanding the foregoing clause (x), the Borrower and its Restricted Subsidiaries shall be permitted to declare, order, make or set apart any sum or pay Restricted Payments solely with respect to up to 45% of dividends and distributions paid to ▇▇▇▇ Group Asia by its direct and indirect Subsidiaries during the Financial Covenant Relief Period so long as (A) immediately before and after giving effect thereto no Default or Event of Default then exists or would result therefromhas occurred and is continuing and (B) the Borrower is in compliance with the requirements of Section 10.13 on a Pro Forma Basis after giving effect thereto pursuant to this Section 10.06 and (ii) during the Financial Covenant Increase Period, the Borrower may and its Restricted Subsidiaries shall not declare, order, make or set apart any sum or pay any Restricted Payments with the first $200.0 million of dividends and distributions paid to ▇▇▇▇ Group Asia by its direct and indirect Subsidiaries during the Financial Covenant Increase Period (inclusive of any amounts divided or distributed to ▇▇▇▇ Group Asia during the Financial Covenant Relief Period that were not utilized by the Borrower and its Restricted Subsidiaries to make Restricted Payments not otherwise permitted under this Section 6.04 using during the proceeds of any issuance of Equity Interests; provided that Financial Covenant Relief Period pursuant to the Restricted Payment and the issuance of Equity Interests are substantially concurrentforegoing clause (i)(y)).

Restricted Payments. The Borrower will notDeclare or make, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, declare or make any Restricted Payments with respect Payment, or incur any obligation (contingent or otherwise) to the Borrower or any of its Restricted Subsidiariesdo so, except: (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) except that so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests;has occurred and is continuing: (iva) the Borrower each Subsidiary may redeem or otherwise cancel declare and make Restricted Payments to Persons that own Equity Interests or rights in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect thereof granted to (or make payments on behalf of) directors, officers, employees or other providers of services to the Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) which such Restricted Payment is made within 60 days of such declarationbeing made; (vib) following a Qualifying IPO, the Parent Borrower and each Subsidiary may repurchase declare and make dividend payments or other distributions payable solely in common Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to of such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such timePerson; (viic) the Parent Borrower may declare and make Restricted Payments pursuant to dividend payments and may issue and make redemptions of stock or other ownership interests in accordance with stock option option, employee incentive or similar plans for employees, directors or other benefit plans or agreements for directors, management, employees or other eligible service providers officers of the Borrower or its Restricted SubsidiariesParent Borrower; (viiid) so long as no Default the Parent Borrower may make (A) any payment of premium to a counterparty under a Permitted Bond Hedge Transaction, (B) any payment in connection with a Permitted Warrant Transaction (x) by delivery of shares of the Parent Borrower’s common stock upon net share settlement thereof or Event (y) by set-off and/or payment of Default then exists an early termination payment or would result therefrom, similar payment thereunder in the Parent Borrower’s common stock upon any early termination thereof; (e) the Parent Borrower may issue shares of its common stock to satisfy obligations in respect of Permitted Convertible Notes; (f) the Parent Borrower may receive shares of its common stock on account of net share settlements or terminations of any Permitted Bond Hedge Transactions or Permitted Warrant Transactions entered into in connection with Permitted Convertible Notes; (g) the Parent Borrower may declare or and make other Restricted Payments ifPayments, after giving pro forma effect to such Restricted Paymentincluding in connection with Permitted Acquisitions, provided that each of the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective DateStandard Conditions shall be satisfied; and (xh) so long as no Default the Parent Borrower and each Subsidiary may purchase, redeem or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of any issuance new shares of its common stock or other common Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrent.

Restricted Payments. The Borrower Parent will not, and will not permit any of its Restricted Subsidiaries to, declare or make make, or agree to pay or make, directly or indirectly, any Restricted Payments Payment, except (a) the Parent or any Subsidiary may declare and pay dividends or other distributions with respect to the Borrower or any of its Restricted Subsidiaries, except: (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s its Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Qualified Equity Interests; ; (ivb) the Borrower Subsidiaries may redeem or otherwise cancel Equity Interests or rights in respect thereof granted to (or declare and make payments on behalf of) directors, officers, employees or other providers of services to the Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower Payments ratably with respect to such repurchase was permitted under clause their Equity Interests; (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (viic) the Borrower Parent or any Subsidiary may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for present or agreements for former officers, directors, management, consultants or employees or other eligible service providers of the Borrower Parent and its Subsidiaries in an amount not to exceed $20,000,000 in any fiscal year (with any unused amount of such base amount available for use in the next succeeding fiscal year); (d) the Parent or its any Subsidiary may make Restricted Subsidiaries; (viii) Payments so long as no Default or Event of Default then exists has occurred and is continuing; (e) repurchases of Equity Interests in any Loan Party or would result therefromany Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (f) the payment of cash in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exercisable for Qualified Equity Interests of the Borrower may declare Parent; (g) payments made to exercise, settle or make Restricted Payments ifterminate any Permitted Warrant Transaction (A) by delivery of the Parent’s common stock, after giving pro forma effect to such Restricted Payment(B) by set-off against the related Permitted Bond Hedge Transaction, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; or (ixC) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments with cash payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Dateaggregate amount of any payments received by the Parent or any of its Subsidiaries pursuant to the exercise, settlement or termination of any related Permitted Bond Hedge Transaction; and (xh) so long as no Default payments made in connection with any Permitted Bond Hedge Transaction; and (i) the Parent or Event of Default then exists or would result therefrom, the Borrower any Subsidiary may make Restricted Payments not otherwise permitted under this Section 6.04 using pursuant to the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrentarrangements set forth in Schedule 6.04.

Restricted Payments. The Borrower will notPay any dividend or make any other distribution (by reduction of capital or otherwise), and will not permit whether in cash, property, securities or a combination thereof, with respect to any of its Restricted Subsidiaries toEquity Interests (other than dividends and distributions on Equity Interests payable solely by the issuance of additional shares of Equity Interests of the Person paying such dividends or distributions) or redeem, declare purchase, retire or make otherwise acquire for value any Restricted Payments with respect to the Borrower or shares of any class of its Equity Interests or set aside any amount for any such purpose (each, a “Restricted SubsidiariesPayment”); provided, excepthowever, that: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned each Restricted Subsidiary may make Restricted Payments to the Borrower or any of its Borrower, and other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests); (b) the Borrower and each of its Restricted Subsidiaries may make Restricted Payments in an amount equal to the Available Equity Amount; (c) the Borrower and each of its Restricted Subsidiaries may make Restricted Payments in any amount so long as after giving effect to such Restricted Payment (i) no Event of Default exists and (ii) the Consolidated Net Leverage Ratio as of the most recently ended Test Period determined on a Pro Forma Basis does not exceed 4.75:1.00; (d) [reserved]; (e) repurchases of Equity Interests in the Borrower (or any Company Party) or any Restricted Subsidiary of the Borrower 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) with the proceeds of all issuances of Qualified Equity Interests of the Borrower (other than any Specified Equity Contribution but including amounts funded pursuant to an option agreement in respect of equity in the Borrower), in each case, Not Otherwise Applied; (g) the Borrower and each of its Restricted Subsidiaries may pay (or make Restricted Payments to allow the Borrower or any other direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of such Restricted Subsidiary (or of the Borrower or any Company Party) from any future, present or former employee, officer, director, manager or consultant of such Restricted Subsidiary (or the Borrower or any Company Party) upon the death, disability, retirement or termination of employment of any such Person or pursuant to any employee or director equity plan, employee, manager or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, manager, director, officer or consultant of such Restricted Subsidiary (or the Borrower or any Company Party); provided that the aggregate amount of Restricted Payments made pursuant to this Section 6.06(g) shall not exceed the greater of (x) $11,000,000 and (y) 5% of LTM Consolidated Adjusted EBITDA in any calendar year (which shall increase to the greater of (x) $22,000,000 and (y) 10% of LTM Consolidated Adjusted EBITDA subsequent to the consummation of a Qualified IPO) (with unused amounts in any calendar year being carried over to succeeding calendar years); provided, further, that such amount in any calendar year may be increased by an amount not to exceed: (i) to the extent contributed to the Borrower (and not in respect of the Specified Equity Contributions), the net cash proceeds from the sale of Equity Interests (other than Disqualified Equity Interests) of any Company Party, in each case to members of management, managers, directors or consultants of the Borrower, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Closing Date, to the extent net cash proceeds from the sale of such Equity Interests have been Not Otherwise Applied; plus (ii) the Borrower may declare and make dividends payable solely in additional shares amount of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by Payments previously made with the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under cash proceeds described in clause (viiii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration6.06(g); (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (viih) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans any direct or other benefit plans or agreements for directors, management, employees or other eligible service providers indirect parent of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefrom, for the Borrower may declare or make Restricted Payments if, after giving pro forma effect following purposes and subject to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Date; and (x) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrent.following limitations:

Restricted Payments. The Parent and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital or make any Restricted Payments with respect to the Borrower or any distribution of its Restricted SubsidiariesProperty to its Equity Interest holders, except: except (i) any Restricted Subsidiary of the Borrower Credit Party may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrowerother Credit Party, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower Parent may declare and make pay dividends with respect to its Equity Interests payable solely in additional shares of Borrower’s Qualified its Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (other than Disqualified Capital Stock), (iii) Restricted Subsidiaries of the Borrower Parent 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options declare and pay dividends ratably with respect to purchase its their Equity Interests; , (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower Parent may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; Subsidiaries, (ixv) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower Parent and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments payments to former employees in connection with the termination of such former employee’s employment in an aggregate amount not to exceed $1,000,000,000 250,000 in any calendar year for the purpose of repurchasing Equity Interests in any member of the Parent or the Borrower, as applicable, issued to such former employee pursuant to stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, and (vi) the Parent may declare and make quarterly cash distributions or dividends to the holders of the Equity Interests in the Parent and the Parent may redeem or repurchase its Equity Interests, to the extent such distributions, dividends, redemptions and repurchases, when taken together with all other distributions, dividends redemptions and repurchases made pursuant to this subsection (a)(vi) since the Effective Date; and , do not exceed, in the aggregate, the Parent’s “Operating Surplus” (xas defined in the Parent Partnership Agreement) so long as of the end of the immediately preceding fiscal quarter of the Parent and are made in accordance with the Parent Partnership Agreement, provided, that at the time each such distribution, dividend, redemption or repurchase is made, no Default or Event of Default then exists or would result therefrom, occur upon the making thereof. The Parent and the Borrower may will not permit any DevCo to make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of unless such Restricted Payments are made ratably with respect to such DevCo’s Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrent.

Restricted Payments. The Borrower will notDeclare or make, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, declare or make any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment, except: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any of its and to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-Wholly-Owned Restricted Subsidiary, to the Parent Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests); (i) the Parent Borrower may (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 for another class of its (or such parent’s) Equity Interests or rights to acquire its Equity Interests or with proceeds from substantially concurrent equity 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 and (ii) the Parent Borrower may declare and make dividend payments or other distributions payable solely in Qualified Equity Interests; (c) Restricted Payments made on the Closing Date to consummate the Transaction; (d) to the extent constituting Restricted Payments, the Parent Borrower and its Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.02, Section 7.04 or Section 7.07(e); (e) repurchases of Equity Interests in the ordinary course of business in the Parent Borrower (or any direct or indirect parent thereof) or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (f) the Parent Borrower or any Restricted Subsidiary may, in good faith, pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of it or any direct or indirect parent thereof held by any future, present or former employee, director, manager, officer or consultant (or any Affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Parent Borrower (or any direct or indirect parent of the Parent Borrower) or any of its Subsidiaries 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 Holdings (or any direct or indirect parent thereof), the Parent Borrower or any Subsidiary; provided that such payments do not to exceed $35,000,000 in any calendar year, 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 aggregate amount of all Restricted Payments made pursuant to this Section 7.06(f) in any calendar year (after giving effect to such carry forward) shall not exceed $70,000,000; provided, further, that cancellation of Indebtedness owing to the Parent Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries from members of management of the Parent Borrower, any of the Parent Borrower’s direct or indirect parent companies or any of the Parent Borrower’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of any of the Parent Borrower’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement; (g) the Parent Borrower and its Restricted Subsidiaries may make Restricted Payments to any direct or indirect holder of an Equity Interest in the Parent Borrower: (i) the proceeds of which will be used to pay a Permitted Tax Distribution or a Permitted Canadian Part VI.1 Tax; (ii) the Borrower may declare proceeds of which shall be used to pay such equity holder’s operating costs and make dividends payable solely expenses incurred in additional shares the ordinary course of Borrower’s Qualified 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) any judgments, settlements, penalties, fines or other costs and expenses in respect of any claim, litigation or proceeding, (y) fees and expenses (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 Parent Borrower to the extent the proceeds are used or will be used to pay expenses or other obligations described in this Section 7.06(g)) which are reasonable and may exchange Equity Interests for customary and incurred in the ordinary course of business and attributable to the ownership or operations of the Parent Borrower and its Qualified Equity InterestsSubsidiaries (including any reasonable and customary indemnification claims made by directors, managers or officers of any direct or indirect parent of the Parent Borrower attributable to the direct or indirect ownership or operations of the Parent Borrower and its Subsidiaries) and fees and expenses otherwise due and payable by the Parent Borrower or any Restricted Subsidiary and permitted to be paid by the Parent Borrower or such Restricted Subsidiary under this Agreement not to exceed $20,000,000 in any fiscal year; (iii) the Borrower may proceeds of which shall be used to pay franchise and excise taxes, and other fees and expenses, required to maintain its (x) repurchase fractional shares or any of its Equity Interests arising out of stock dividends, splits direct or combinations, business combinations indirect parents’) existence (including any costs or conversions of convertible expenses associated with being a public company listed on a national securities or exercises of warrants or options, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interestsexchange); (iv) to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) the Parent Borrower may redeem or otherwise cancel such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests Interests) to be held by or rights in respect thereof granted to (or make payments on behalf of) directors, officers, employees or other providers of services contributed to the Parent Borrower and or a Restricted Subsidiary or (2) the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating merger (to the vestingextent permitted in Section 7.04) of the Person formed or acquired into it or a Restricted Subsidiary in order to consummate such Permitted Acquisition, settlement or exercise in each case, in accordance with the requirements of such Equity Interests or rightsSection 6.10; (v) following the proceeds of which shall be used to pay customary costs, fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement; and (vi) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company or partner of the Parent Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Parent Borrower and its Restricted Subsidiaries; (h) the Parent 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 Qualifying IPOdistribution pursuant to this Section 7.06(h) shall be deemed to have utilized capacity under such other provision of this Agreement); (i) the Parent Borrower or any Restricted Subsidiary may (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition and (b) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; (j) the Parent Borrower or any Restricted Subsidiary may make additional Restricted Payments in an amount, when aggregated with the amount expended pursuant to Section 7.08(a)(iii)(A), not to exceed the greater of (x) $500,000,000 and (y) 20.0% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period; (k) the Parent Borrower or any Restricted Payment Subsidiary may make additional Restricted Payments in an amount not to exceed the Available Amount; provided that has been declared at the time of any such Restricted Payment, no Event of Default shall have occurred and be continuing or would result therefrom; (l) the declaration and payment by the Parent Borrower of dividends on the common stock or common equity interests of the Parent Borrower or Holdings following a public offering of such common stock or common equity interests following the Closing Date, in an amount not to exceed 6.0% of the proceeds received by or contributed to the Parent Borrower in or from any such public offering in any fiscal year; (m) the declaration and payment by the Parent Borrower or any Restricted SubsidiarySubsidiary (or the making of Restricted Payments to allow any direct or indirect parent thereof to declare and pay) of cash dividends with respect to the Preferred Stock in an amount not to exceed 9.0% per annum of the liquidation preference thereof; (n) following the second anniversary of the Closing Date, so long as the Parent Borrower or any Restricted Subsidiary may pay (Aor make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of all or any portion of the Preferred Stock; provided that (i) at the time of such Restricted Payment was permitted under and after giving effect thereto and to the incurrence of any Indebtedness in connection therewith, (x) the First Lien Senior Secured Leverage Ratio as of the end of the most recent Test Period, on a Pro Forma Basis, would be no greater than 4.50:1.00 and (y) the Total Leverage Ratio as of the end of the most recent Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00 and (ii) no Restricted Payment pursuant to this clause (viiin) may be financed with the proceeds of Indebtedness incurred (or deemed incurred) pursuant to clause (i) of Section 2.14(a) in violation of the leverage ratios set forth in clause (i) of this Section 6.04 proviso; (o) the Parent Borrower or any Restricted Subsidiary may make additional Restricted Payments; provided that, at the time so declared and (B) of such Restricted Payment is made within 60 days of such declaration; Payment, (vii) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or has occurred and is continuing and (ii) the Total Leverage Ratio of the Parent Borrower as of the end of the most recently ended Test Period, on a Pro Forma Basis, would result therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000;be no greater than 4.75:1.00; and (ixp) so long as no Default the Parent Borrower or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such any Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower Subsidiary may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since connection with the Effective Date; and (x) so long as no Default or Event spin-off of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds Subsidiaries whose sole assets consist of any issuance of Equity Interestsreal property and assets incidental thereto; provided that the Restricted Payment and First Lien Senior Secured Leverage Ratio of the issuance Parent Borrower as of Equity Interests are substantially concurrentthe end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.50:1.00.

Restricted Payments. The Borrower will Postal Realty REIT shall not, and will not nor shall it permit any of its Restricted Subsidiaries to, declare or make any Restricted Payment; provided that: (a) Postal Realty REIT may declare or make distributions to its equity holders in an aggregate amount not to exceed the greater of (x) ninety-five percent (95%) of FFO, and (y) the amount necessary for Postal Realty REIT to be able to make distributions required to maintain its status as a REIT and to avoid the imposition of any federal or state income tax, and to avoid the imposition of the excise tax described by Section 4981 of the Code, in each case on Postal Realty REIT; provided that, in either case, (A) during the continuance of an Event of Default, Restricted Payments made pursuant to this clause (a) shall not exceed the amounts described in clause (y), and (B) following a payment Default or Bankruptcy Event with respect to the Borrower Postal Realty REIT or any of its Restricted Subsidiaries, except: (i) any Restricted Subsidiary Subsidiaries or the acceleration of the Borrower may Obligations, Postal Realty REIT shall not make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interestscash distributions; (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (viib) the Borrower may make Restricted Payments pursuant ratably to and in accordance with stock option plans or other benefit plans or agreements for directorsthe holders of its Equity Interests to permit Postal Realty REIT to make the Restricted Payments permitted under clause (a) above; (c) each Subsidiary may make Restricted Payments ratably to the holders of its Equity Interests; (d) Postal Realty REIT, management, employees or other eligible service providers of the Borrower or any Guarantor may declare and make dividend payments or other distributions payable solely in the common equity interests or other equity interests of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by such entity, (ii) distributions of rights or equity securities under any rights plan adopted by such entity and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its Restricted Subsidiariesequity interests payable solely in additional shares of its equity interests; (viiie) Postal Realty REIT, the Borrower and each Guarantor may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in connection with the exercise of warrants, options or other securities convertible into or exchangeable for equity interests of Postal Realty REIT, the Borrower or any Subsidiary; (f) so long as no Default or Event Change of Default then exists or would result Control results therefrom, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted PaymentPostal Realty REIT, the Borrower and its each Subsidiary may make Restricted Subsidiaries have Liquidity Payments in connection with the implementation of at least $500,000,000or pursuant to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation; (ixg) so long as no Default or Event Change of Default then exists or would result Control results therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity each Subsidiary that is a Guarantor may make dividends or distributions to allow Postal Realty REIT to make payments in connection with share purchase programs, to the extent not otherwise prohibited by the terms of less than $500,000,000, the Borrower may declare or make Restricted Payments in an aggregate amount not to exceed $1,000,000,000 since the Effective Datethis Agreement; and (xh) so long as no Default any Loan Party may pay any dividend or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise distribution permitted under this Section 6.04 using 8.12 within sixty (60) days after the proceeds date of any issuance declaration thereof, if at the date of Equity Interests; provided that the Restricted Payment and the issuance of Equity Interests are substantially concurrentdeclaration such payment was then permitted under this Section 8.12.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make any Restricted Payments with respect to the Borrower or any of its Restricted Subsidiaries, except: (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interestscommon stock; (iii) 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 optionsor, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Default or Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests, or “net exercise” or “net share settle” warrants; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) or (ix) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 30 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into made as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries; (viii) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments if, if the Total Net Leverage Ratio for the most recent Measurement Period then ended and after giving pro forma effect to such Restricted PaymentPayment is less than 2.0:1.0; provided that, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, the Borrower may declare or make Restricted Payments not otherwise permitted under this clause (viii) if after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make Restricted Payments in at least an aggregate amount not to exceed of $1,000,000,000 since 75,000,000 in Unrestricted cash and Cash Equivalents plus the Effective DateRevolving Commitments then in effect minus the Aggregate Total Exposure; and (xix) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the Restricted Payment and occurs within 90 days of the issuance of Equity Interests are substantially concurrentInterests.

Restricted Payments. The Borrower will notDeclare or make, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, declare or make any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment, exceptexcept that: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted each Subsidiary may make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower and its Subsidiaries may make non-cash Restricted Payments pursuant to and in accordance with stock option plans or any other benefit plans for management, employees or other eligible service providers of the Borrower and its other Restricted Subsidiaries and to each other owner or in connection with the Demandware Acquisition or a Permitted Acquisition involving the issuance of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests the Borrower to its employees or other eligible service providers outside of the relevant class of Equity Interestsa stock option or benefit plan that are subject to vesting and forfeiture conditions; (iic) the Borrower may distribute rights pursuant to a stockholder rights plan or redeem such rights, provided that such redemption is in accordance with the terms of such stockholder rights plan; (d) each Loan Party and each Subsidiary may declare and make dividends dividend payments or other distributions payable solely in additional shares of Borrower’s Qualified common Equity Interests and may exchange Equity Interests for its Qualified Equity Interestsof such Person; (iiie) the Borrower may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issuance of its Equity Interests (xother than Disqualified Stock); (f) the Borrower may repurchase or pay cash in lieu of fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities (including Convertible Debt Securities); (g) the Borrower and its Subsidiaries may pay withholding taxes in connection with the retention of Equity Interests pursuant to equity-based compensation plans; (h) the Borrower or exercises any Subsidiary may receive or accept the return to the Borrower or any Subsidiary of warrants Equity Interests of the Borrower or options, any Subsidiary constituting a portion of the purchase price consideration in settlement of indemnification claims; (yi) “net exercise” the Borrower or “net share settle” warrants any Subsidiary may pay cash in lieu of fractional shares in connection with the conversion of any Equity Interests or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity InterestsInterests or “net share settle” warrants; (iv) the 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 Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (viij) the Borrower may make Restricted Payments pursuant payments or distributions to dissenting stockholders as required by applicable Law; (k) the Borrower may enter into, exercise its rights and in accordance with stock option plans perform its obligations under Permitted Call Spread Swap Agreements; (l) the Borrower may make distributions or dividends consisting of products and/or services or other benefit plans assets of the Borrower, either directly or agreements for directorsthrough distributions or dividends consisting of all or a portion of the Equity Interests of Subsidiaries (other than Material Subsidiaries), managementthat the Borrower has reasonably determined, employees in good faith, are not material to the operations or other eligible service providers financial condition of the Borrower or and its Restricted SubsidiariesSubsidiaries taken as a whole, the fair market value (as reasonably determined by the Borrower) of all such distributions and dividends under this clause (l) in any fiscal year of the Borrower not to exceed $75,000,000 in the aggregate taken together with (but without duplication of) all Dispositions made in reliance on clause (l) of the definition of “Permitted Transfers” in such fiscal year; (viiim) so long as no Default or Event of Default then exists or would result therefromimmediately prior and after giving effect thereto, the Borrower may declare or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000; (ix) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare or make other Restricted Payments in an aggregate amount during any fiscal year of the Borrower not to exceed $1,000,000,000 since the Effective Date65,000,000; and (xn) the Borrower and its Subsidiaries may make any other Restricted Payment so long as no Default or Event of Default then exists or would result therefromas, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of any issuance of Equity Interests; provided that the prior to making such Restricted Payment and after giving effect thereto (and to any Indebtedness incurred in connection therewith), (i) no Default has occurred and is continuing, (ii) the issuance Consolidated Leverage Ratio, calculated on a Pro Forma Basis as of Equity Interests the most recent fiscal quarter end for which the Borrower was required to deliver financial statements pursuant to Section 8.01(a) or (b), is less than or equal to 3.00 to 1.00, and (iii) the Loan Parties are substantially concurrentotherwise in compliance with the financial covenants set forth in Section 9.10, calculated on a Pro Forma Basis as of the most recent fiscal quarter end for which the Borrower was required to deliver financial statements pursuant to Section 8.01(a) or (b).

Restricted Payments. The Borrower Such Obligor will not, and will not permit any of its Restricted Subsidiaries to, declare or make make, or agree to pay or make, directly or indirectly, any Restricted Payments with respect to the Borrower or any of its Restricted SubsidiariesPayment, except: (ia) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make pay dividends with respect to its capital stock payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interestscommon stock; (iiib) the Borrower any Subsidiary Guarantor 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, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options pay dividends to purchase its Equity Interestsany other Obligor; (ivc) the Borrower may redeem or otherwise cancel Equity Interests or rights for payments pursuant to employee stock plans, which payments must not exceed $*** in respect thereof granted to (or make payments on behalf of) directors, officers, employees or other providers of services to the Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rightsany fiscal year; (vd) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time; (vii) the Borrower may make Restricted Payments pursuant to and in accordance connection with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers the retention of the Borrower or its Restricted SubsidiariesEquity Interests in payment of withholding taxes in connection with equity-based compensation; (viiie) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options, or make Restricted Payments if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity other securities convertible into or exchangeable for Equity Interests of at least $500,000,000Borrower; (ixf) so long as no Default or Event of Default then exists or would result therefrom, if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries would have Liquidity of less than $500,000,000, the Borrower may declare make repurchases of capital stock of Borrower deemed to occur upon the exercise of options, warrants or make Restricted Payments other rights to acquire capital stock of Borrower solely to the extent that shares of such capital stock represent a portion of the exercise price of such options, warrants or such rights; (g) Borrower may honor conversion or exercise requests in an aggregate amount respect of any convertible or exercisable securities of Borrower pursuant to the terms of such securities or in exchange therefor to the extent such convertible or exercisable securities are converted into, exchanged for or exercised for Equity Interests of (other than Disqualified Stock) Borrower; (h) Borrower may distribute rights pursuant to a shareholder rights plan or redeem such rights for no or nominal consideration not to exceed $1,000,000,000 since 0.001 per right, provided that such redemption is in accordance with the Effective Dateterms of such plan; and (xi) so long as no Default Borrower or Event of Default then exists or would result therefrom, the Borrower any Subsidiary may make Restricted Payments not otherwise permitted under this Section 6.04 using the proceeds of payments or distributions to dissenting stockholders pursuant to applicable law in connection with any issuance of Equity InterestsPermitted Acquisition; provided that such amounts when taken together with the Restricted Payment and aggregate consideration paid or payable for all Permitted Acquisitions shall not exceed the issuance of Equity Interests are substantially concurrentamounts permitted by Section 9.03(e).