Common use of Restricted Payments Clause in Contracts

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (a) Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLP.

Restricted Payments. The MLP and the Borrower will Parent shall not, and will shall not permit the Borrower or any of their Restricted Subsidiaries other Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, except: (a) however, that the Parent, the Borrower and the other Subsidiaries may declare and make the following Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) so long as no Default or Event of Default shall have occurred would result therefrom: (a) the Borrower may declare or make cash distributions to the Parent and other holders of partnership interests in the Borrower during the period of four consecutive fiscal quarters most recently ending to the extent necessary for the Parent to distribute, and the Parent may so distribute, cash dividends to its shareholders in an aggregate amount not to exceed the greater of (i) the amount required to be continuing and distributed for the Parent to remain in compliance with Section 7.13. or (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent95.0% of Funds From Operations; (b) Restricted Payments made by (i) the Borrower may make cash distributions of capital gains to the Parent and other holders of partnership interests in the Borrower to the MLPextent necessary for the Parent to make, and (iithe Parent may make, cash distributions to its shareholders of capital gains resulting from gains from certain asset sales to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary and 4981 of the BorrowerInternal Revenue Code; (c) Restricted Payments made by the Parent, the Borrower and any Restricted other Subsidiary to may acquire the owners Equity Interests of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted a Subsidiary that is not a Wholly Owned Subsidiary; (d) Restricted Payments payable a Subsidiary that is not a Wholly Owned Subsidiary may make cash distributions to holders of Equity Interests issued by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock;such Subsidiary; and (e) repurchases, redemptions or other acquisitions or retirements for value of (or Subsidiaries may make Restricted Payment Payments to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLPParent, the Borrower or any other Loan PartySubsidiary. Notwithstanding the foregoing, but subject to the following sentence, if a Default or Event of Default exists, the Borrower may only declare and make cash distributions to the Parent and other holders of partnership interests in the Borrower with respect to any employee fiscal year to the extent necessary for the Parent to distribute, and the Parent may so distribute, an aggregate amount not to exceed the minimum amount necessary for the Parent to remain in compliance with Section 7.13. If a Default or Event of Default specified in Section 10.1.(a), Section 10.1.(b), Section 10.1.(f) or Section 10.1.(g) shall exist, or if as a result of the MLP, occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to any equity subscription agreementSection 10.2.(a), stock option agreementthe Parent shall not, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement and shall not permit the Borrower or any Plan and the Borrower and Restricted Subsidiaries may declare and pay other Subsidiary to, make any Restricted Payments to any Person other than to the MLPParent, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPSubsidiary.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare or make, or agree to pay or make, directly Directly or indirectly, declare, order, pay or make or set apart any sum for any Restricted Payment, exceptPayment except that Borrower may make the following Restricted Payments: (a) Restricted Payments by the MLP up Any Subsidiary of Borrower may declare and pay dividends to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) no Default Borrower or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative AgentSubsidiary Guarantor; (b) Restricted Payments made by (i) the Borrower to the MLPHoldings, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned any Subsidiary of the BorrowerBorrower may declare and make dividend payments or other distributions payable solely in its common stock or other equity securities; (c) Restricted Payments made 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 Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiarymembership interests; (d) Restricted Payments payable by In the MLP, the event Borrower or any Restricted Subsidiary solely 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 interests the ordinary course of any business; provided that the amount of its Capital Stock other such distribution shall not be greater, nor the receipt by Borrower or such Subsidiary Guarantor, as applicable, of tax benefits less, than Disqualified Capital Stockthey would have been had Borrower or such Subsidiary Guarantor not filed a consolidated return with Holdings; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to Borrower may pay the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposesManagement Fee; provided, provided that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or Management Fee paid in respect of any Fiscal Year does not exceed the Borrower during such calendar year from sales lesser of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event the amount of Default shall have occurred or be continuing 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 Borrower shall 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 in compliance 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 Incurrence TestManagement Fee Limitation Amount applicable to such subsequent Fiscal Year; (f) payment Borrower may make the following additional distributions and payments: (i) Borrower may make distributions to permit Holdings to pay, or to reimburse Holdings for, general administrative costs, overhead expenses, and other expenses incurred by Holdings in the ordinary course of management fees permitted business and related to be 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 Fiscal Year; (ii) Borrower may pay reimbursement amounts due pursuant to Section 7.72.1 of the Management Agreement; provided that both before and after giving effect to any Restricted Payment made the amount of such payments pursuant to this subsection clause (f)f)(ii) shall not exceed $75,000 in any Fiscal Year, and (iiii) no Default or Event Borrower may make distributions to Holdings and/or ZILLC to pay directors’ and board observers’ fees and expenses not otherwise reimbursable pursuant to the Management Agreement; provided that the amount of Default such payments pursuant to this clause (f)(iii) shall have occurred or be continuing and (ii) the Borrower shall be not exceed $65,000 in compliance with the Incurrence Test;any Fiscal Year; and (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to Borrower may make distributions or otherwise pay the Obligations, but only to the extent Consulting Fees; provided that such distributions and payments are permitted pursuant to this clause (g) shall not exceed $100,000 in any Fiscal Year in the applicable subordination agreement case of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (which amount shall include all direct and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant indirect compensation payable to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLP▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇).

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, Make any Restricted PaymentPayments, exceptexcept as follows: (a) Restricted Payments by the MLP up (i) Borrowers may pay dividends or other distributions payable solely in shares of capital stock of any Borrower or any Subsidiary or (ii) a Subsidiary may pay dividends or other distributions to the amount of Available Cashany Borrower or to another Subsidiary; provided that both before the total of all such dividends or other distributions to Subsidiaries which are not Guarantors shall not exceed $300,000 over the life of this Agreement, and after giving effect to any Restricted Payment made pursuant to this subsection provided further that if (a), (i1) no a Default or Event of Default shall have occurred or and be continuing and or (ii2) the Borrower Leverage Ratio (determined on a pro forma basis after giving effect to such transaction) is greater than 2.00 to 1.00, no such dividends or other distributions shall be in compliance with the Incurrence Testpaid by any Guarantor to any Subsidiary which is not also a Guarantor; provided, as demonstrated by a Pro Forma Compliance Certificate delivered however, that this clause (a) shall not restrict dividends or other distributions from Subsidiaries which are not Guarantors to the Administrative Agentother Subsidiaries which are not Guarantors; (b) any Borrower may distribute rights pursuant to a shareholder rights plan or redeem such rights, provided that such redemption is in accordance with the terms of such shareholder rights plan; (c) any Borrower may make Restricted Payments made by in connection with or pursuant to any of its (i) Employee Benefits Plans or in connection with the Borrower to the MLPemployment, termination or compensation of its service providers, employees, officers or directors, and (ii) any Restricted Subsidiary to the repurchase Equity Securities of a Borrower which a shareholder is selling whether such repurchase is pursuant to a repurchase right or otherwise, provided, however, that with respect to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (cc)(ii) above, such Restricted Payments made by may not exceed $1,000,000 in the aggregate at any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary;time there are Outstanding Obligations; and Adesto Technologies Corporation Credit Agreement (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the any Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and or pay Restricted Payments any ratable dividends in respect of its Equity Securities or purchase or redeem shares of its Equity Securities or make distributions to the MLPshareholders not otherwise permitted hereunder, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, provided that (i) the aggregate amount paid or distributed in any period of such purchases or redemptions in cash under this Section 7.5(efour consecutive quarters (excluding any amounts covered by subsection (b) shall above) does not exceed in any fiscal year $5,000,000 (plus the amount 5% of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock Consolidated Tangible Net Worth as determined as of the MLP to directors, consultants, officers or employees fiscal quarter immediately preceding the date of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements)determination; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance when combined with the Incurrence Test; (f) payment amount of management fees permitted to be paid pursuant to all purchases of Equity Securities made under Section 7.77.06(e), the total of all such dividends, purchases or redemptions shall not exceed the sum of $100,000 in the aggregate over the life of this Agreement; provided provided, further, that both before and after giving effect to any Restricted Payment made pursuant to the provisions of this subsection clause (f), (i) no Default shall not restrict any Subsidiary from declaring or Event paying dividends to any Borrower or to any wholly owned Subsidiary of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPBorrower.

Restricted Payments. The MLP and the Borrower will Trust shall not, and will shall not permit any of their Restricted its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, except: (a) however, that the Trust and its Subsidiaries may declare and make the following Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) so long as no Default or Event of Default shall have occurred would result therefrom: (a) the Operating Partnership may make cash distributions to the Trust and other holders of partnership interests in the Operating Partnership with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Trust to make, and the Trust may so make, cash distributions to its shareholders in an aggregate amount not to exceed the greater of (i) the amount required to be distributed for the Trust to maintain its status as a REIT or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by 95.0% of Funds From Operations calculated on a Pro Forma Compliance Certificate delivered to the Administrative Agenttrailing twelve (12) month basis; (b) Restricted Payments made by (i) the Borrower Trust may make cash distributions to its shareholders of capital gains resulting from gains from certain asset sales to the MLP, extent necessary to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary 4981 of the BorrowerInternal Revenue Code; (c) Restricted Payments made by any Restricted Borrower or any Subsidiary to may acquire the owners Equity Interests of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted a Subsidiary that is not a Wholly Owned Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock (other than Disqualified Capital Stockthe Operating Partnership) that is not a Wholly Owned Subsidiary may make cash distributions to holders of Equity Interests issued by such Subsidiary; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower Trust or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposesSubsidiary; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(eand (f) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP An Operating Partnership or the Borrower during Trust, as applicable, may exchange Equity Interests in such calendar year from sales of Capital Stock of Operating Partnership for Equity Interests in the MLP Trust. Notwithstanding the foregoing, but subject to directorsthe following sentence, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no if a Default or Event of Default shall have occurred or be continuing exists, the Operating Partnership may only make cash distributions to the Trust and (ii) other holders of partnership interests in the Borrower shall be Operating Partnership, and the Trust may distribute to its shareholders such cash distributions received from the Operating Partnership, during any fiscal year in compliance with an aggregate amount not to exceed the Incurrence Test; (f) payment of management fees permitted minimum amount necessary for the Trust to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no maintain its status as a REIT. If a Default or Event of Default specified in Section 10.1(a), Section 10.1(b), Section 10.1(f) or Section 10.1(g) shall exist, or if as a result of the occurrence of any other Event of Default any of the Obligations have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted been accelerated pursuant to Section 7.1; and (h) the MLP10.2(a), the Borrower Trust shall not, and the Restricted Subsidiaries may shall not permit any Subsidiary to, make any Restricted Payments to allow any Person other than to the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants Trust or rights or upon the conversion or exchange of or into Capital Stock of the MLPany Subsidiary that is a Loan Party.

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

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, except: or incur any obligation (acontingent or otherwise) Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a)do so, (i) except that, so long as no Default or Event of Default shall have occurred or and be continuing and prior to or immediately after giving effect to any action described below or would result therefrom: (iia) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered each Subsidiary of Parent may make Restricted Payments to the Administrative Agentany other Subsidiary or to Parent; (b) Restricted Payments the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the Borrower same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the MLPEquity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) any Restricted Subsidiary without limitation as to the Borrower amount if after giving pro forma effect to such distribution, payment or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLPdividend, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which Conditions are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPsatisfied.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare Declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) Restricted the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock; (b) in respect of obligations of the Borrower to make Deferred Acquisition Payments, the Borrower may make such Deferred Acquisition Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a)appropriate payee in respect thereof, so long as (i) no Default or Event of Default shall have has occurred and is continuing or be continuing would result from such payments and (ii) such Deferred Acquisition Payments are permitted to be made under the Borrower shall be in compliance with the Incurrence Testsubordination provisions, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLPif any, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrowerapplicable thereto; (c) Restricted Payments made by any Restricted Subsidiary Subsidiaries may declare and pay dividends ratably with respect to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiarytheir Equity Interests; (d) the Borrower may make Restricted Payments payable by the MLP, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower or any Restricted Subsidiary solely in interests of any of and its Capital Stock other than Disqualified Capital StockSubsidiaries; (e) repurchases, redemptions or other acquisitions or retirements for value the Borrower and any Subsidiary may make any payment (even if such payment is in the form of (or a Restricted Payment Payment) to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or another Subsidiary that is required to be made with respect to or in connection with the terms of any of its Restricted Subsidiaries held by any current tax sharing, tax allocation or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or tax arrangement or any Plan and agreement entered into among the Borrower and its Wholly Owned Subsidiaries; (f) the Borrower may make any Restricted Subsidiaries Payment that is funded solely with Equity Issuance Proceeds; and (g) the Borrower may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and dividend so long as immediately after giving effect (including giving effect on a pro forma basis) to any Restricted Payment made pursuant to this subsection (e), such dividend (i) no Default or Event of Default shall have has occurred or be and is continuing and (ii) the Borrower shall would be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLP6.14.

Restricted Payments. The MLP and the Borrower will not, and will shall not permit any of their Restricted Subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, except: or permit any of the Restricted Subsidiaries so to do, except that (ai) the Borrower or any of the Restricted Payments by Subsidiaries may declare and pay dividends with respect to its equity securities payable solely in additional shares of such equity securities, (ii) any of the MLP up Restricted Subsidiaries may declare and pay dividends with respect to its equity securities to the amount Borrower or any of Available Cash; provided that both before the other Restricted Subsidiaries, (iii) the Borrower may make, and agree to make, payments on account of liabilities described in clause (vi) of the definition of “Indebtedness” contained herein and permitted by Section 7.1, (iv) the Borrower may declare and pay dividends with respect to its preferred equity securities, (v) if at the time thereof and immediately after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) thereto no Default or Event of Default shall have occurred or and be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLPcontinuing, the Borrower may declare and pay, and agree to declare and pay, directly or any indirectly, Restricted Subsidiary solely Payments in interests of any of cash to its Capital Stock other than Disqualified Capital Stock; common shareholders, (evi) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its the Restricted Subsidiaries held may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by any current the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officerofficers, directordirectors or employees (or heirs of, consultant, estates of or employee trusts formed such persons) of the MLP, the Borrower or any Subsidiary upon the death, disability, retirement or termination of the Borrower oremployment of such officer, director or employee or pursuant to the extent such Capital Stock was issued as compensation for services rendered on behalf terms of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposeslike agreement; provided, however, that the aggregate amount of such purchases or redemptions in cash payments under this Section 7.5(eclause (vii) shall not exceed $2,000,000 in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPBorrower.

Restricted Payments. The MLP and the Borrower will not, and will Company shall not permit any of their Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except: (ai) Restricted Payments by made in connection with the MLP up defeasance, redemption or repurchase of any Indebtedness with the Net Cash Proceeds of Permitted Refinancing Indebtedness; and (ii) Restricted Payments of any Subsidiary of the Company to the amount Company or to another wholly-owned Subsidiary of Available Cashthe Company; provided that both before and after giving effect and (iii) Restricted Payments made in connection with claims for reimbursement, indemnification or contribution arising out of or related to the Asset Purchase Agreement; and (iv) any Restricted Payment made that constitutes a payment in respect of a purchase price adjustment, earn-out or other similar form of contingent purchase price in connection with any Acquisition (including the IITRI Acquisition) consummated on or before the Closing Date as set forth on Exhibit 10.3(f) and any Permitted Acquisition; and (v) Restricted Payments that constitute payments of principal, interest, premium, fees, expenses or other amounts due on the Securities pursuant to this subsection Agreement and the other Operative Documents, and Restricted Payments that constitute mandatory payments of principal, interest, premium, fees or expenses due on or under the Seller Note Securities Purchase Agreement, the Seller Notes or the Seller Warrants or the other Operative Documents (aas defined in the Seller Note Securities Purchase Agreement), in each case subject to the terms of the Subordination Agreements and any restrictions provided in the documents for such Indebtedness; and (ivi) no Restricted Payments made (v) in connection with the redemption or repurchase for value of any Capital Stock of the Company as a result of distributions by the ESOT of such Capital Stock to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member, (w) as required by Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (x) in good faith and belief by the Company to be made with respect to the payments described in the preceding clauses (v) or (w) but which do not so qualify for the status described in the preceding clauses (v) or (w) on account of administrative error or mistake, provided that such payment would not otherwise result in a Default or Event of Default hereunder and either (A) such payments do not collectively exceed $250,000 during the period from the Closing Date through the date of such payment or (B) such payment is recovered by the Company within thirty (30) days thereof and the Company's books and records are accordingly adjusted to reflect such recovery, together with all other such payments under this subclause (B), do not collectively exceed $1,000,000 during the period from the Closing Date through the date of such payment, or (y) in the form of administrative fees or expenses of the ESOP or the ESOT including, without limitation, the fees of the ESOT Trustee or (z) as contributions to the ESOT as required under the ESOP Plan Documents; and (vii) Restricted Payments made in connection with stock appreciation rights plans, phantom stock plans and other equity-based incentive compensation arrangements or plans to the extent such payments would not be in violation of the terms of this Agreement or any other Operative Document. provided, however, that in no event shall any Restricted Payments (other than (1) to the Company, (2) as permitted by clause (ii) above, (3) Restricted Payments (x) resulting from distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to the termination by participants in the ESOP of employment with the Company or any Controlled Group member or (y) as required by Section 401(a)(28) of the Code or any substantially similar Requirement of Law, and (4) Restricted Payments resulting from contributions to the ESOT as required under the ESOP Plan Documents) be declared or made if either a Default or an Event of Default shall have occurred or and be continuing at the date of declaration or payment thereof or would result therefrom; provided, further, that in no event shall any Restricted Payment be permitted under clause (v) above with respect to the Seller Notes, Seller Warrants or other Operative Documents (as defined in the Seller Note Securities Purchase Agreement) unless the Company shall have delivered to the holders of the Notes a compliance certificate in substantially the form of Exhibit 10.1(a)(iv)(b) hereto for the most recently completed fiscal quarter calculated giving effect to such Restricted Payment as of the last day of such prior fiscal quarter and (ii) certifying that the Borrower shall be Company is in compliance with the Incurrence Test, financial covenants in section 10.4 as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock last day of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any prior fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPquarter.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: except as long as no Event of Default has occurred and is continuing or would result therefrom, (a) WPZ may make Restricted Payments by of Available Cash (as defined in the MLP up Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the amount exercise by any such Persons of Available Cash; provided that both before options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and after giving effect NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment made pursuant required to this subsection (a)effectuate a MLP Combination; provided, (i) no Default or that even if an Event of Default shall have occurred or be continuing and (ii) is continuing, no Subsidiary of the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions prohibited from upstreaming dividends or other acquisitions or retirements for value of (or Restricted Payment payments to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower oror making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the extent other owners of Equity Interests in such Capital Stock was issued as compensation for services rendered on behalf of the MLPSubsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in compliance with the Incurrence Test; such Subsidiary times (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (iiy) the Borrower shall be in compliance with the Incurrence Test; (g) any payments amount of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that all such payments are permitted pursuant to the applicable subordination agreement dividends and payments made to all owners of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash Equity Interests 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 Capital Stock of the MLPsuch Subsidiary.

Restricted Payments. The MLP and the Borrower will notNo Obligor Party shall make payments which are Restricted Payments, and will not permit any of their Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, exceptexcept that: (a) The Obligor Parties may make payments and other distributions as expressly permitted under Section 5.13 and Article III of the Depositary Agreement; provided that, solely with respect to any Restricted Payments by Payment to be made on the MLP up Term Conversion Date pursuant to the amount first proviso of Available Cash; provided that both Section 3.10(b) of the Depositary Agreement and Sections 3.8(c)(i) and 3.9(b)(iv) of the Depositary Agreement, no Revolving Loans are outstanding as of the date of such Restricted Payment before and after giving effect to any such Restricted Payment made pursuant to this subsection (a), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent;Payment. (b) Restricted Payments The Borrower may reimburse Drawstop Equity Contributions pursuant to Section 4.03(d); provided that the aggregate remaining amount of all stated amounts, deposited amounts and amounts secured thereby, as applicable, of any Equity Credit Support to whom such reimbursement is intended to be made by shall be equal to not less than the “Unfunded Commitment” (i) as defined in the Borrower Equity Contribution Agreement (after giving pro forma effect to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary reimbursement of the Borrower;such Drawstop Equity Contribution)). (c) Restricted Payments The Borrower may reimburse the Expansion Equity Contributions pursuant to Section 4.03(e); provided that the aggregate remaining amount of all stated amounts, deposited amounts and amounts secured thereby, as applicable, of any Equity Credit Support to whom such reimbursement is intended to be made by any Restricted Subsidiary shall be equal to not less than the “Unfunded Commitment” (as defined in the Equity Contribution Agreement (after giving pro forma effect to the owners of the Capital Stock reimbursement of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary;Expansion Equity Contribution)). (d) Restricted Payments payable by may be made with the MLPproceeds of amounts on deposit in or credited to any Excluded Commodity Account, in an aggregate amount not to exceed at any time (i) the Borrower or amount of Equity Commodity Contributions made prior to such time less (ii) any amounts that have been previously transferred as a Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock;Payment pursuant to this clause (d). (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Any Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries Party may make Restricted Payments to allow any other Loan Party. (f) Any Obligor Party may make payments to any Affiliate of the Obligor Parties under the Management Services Agreement (including the Management Fee), any Permitted O&M Agreement, any Permitted Energy Management Agreement or any other Project Contract entered into in accordance with this Agreement. (g) On or after the first Quarterly Payment Date following the Term Conversion Date, so long as the Distribution Conditions are satisfied as of the date of any such Restricted Payment, the Borrower may make Restricted Payments to Sponsor, Holdings or its designee with amounts on deposit in, or credited to, the Distribution Suspense Account in accordance with Section 3.10 of the Depositary Agreement. (h) Prior to the Term Conversion Date and so long as no Event of Default has occurred and is continuing, the Borrower may make the following withdrawals and transfers from the Construction Account: (i) for Permitted Tax Distributions and (ii) for general and administrative costs of the Projects and the Loan Parties directly incurred by Holdings and Sponsor, and other corporate overhead expenses in an aggregate amount not to exceed $250,000 in any fiscal year of the Borrower, provided that in each case Borrower has certified that the Loan Parties have sufficient funds (taking into account the available Equity Commitment, amounts on deposit in the Construction Account and the Local Accounts (other than for payment of cash O&M Costs), and remaining availability under the Construction Facility) to achieve Term Conversion. (i) Pursuant to and in lieu accordance with Section 2.11(b)(iv), the Borrower may distribute the LeConte Target Disposition Prepayment Amount to Holdings, and Holdings may distribute such amount to LeConte. (j) The Borrower may distribute payments to be made to LeConte pursuant to the SP-15 Payment Assignment Agreement and any payments made by Exelon under the Exelon Confirmation listed in clause (a) of the issuance of fractional shares upon the exercise of options ordefinition thereof to Holdings, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPand Holdings may distribute such amount to LeConte.

Restricted Payments. The MLP and the Borrower Parent Guarantor will not, and will not permit Lessee or any of their Restricted Subsidiaries other Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (a) Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), except (i) no Default the Parent Guarantor may pay dividends or Event of Default shall have occurred or be continuing and make other Restricted Payments with respect to its Equity Interests payable solely in additional Equity Interests, (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchaseParent Guarantor may purchase, redeem or otherwise acquire Equity Interests upon the exercise of stock options or retire) any Capital Stock warrants if such Equity Interests represent a portion of the MLP, the Borrower exercise price of such options or any of its Restricted Subsidiaries held by any current warrants or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower with the proceeds received from the substantially concurrent issue of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e)new Equity Interests, (i) no Default or Event of Default shall have occurred or be continuing and (iiiii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries Parent Guarantor may make Restricted Payments to allow cash payments (A) on securities convertible into or exchangeable for Equity Interests in the payment of cash Parent Guarantor in accordance with their terms or (B) in lieu of the issuance of fractional shares upon Equity Interests in connection with any dividend, split or combination thereof or the exercise of warrants, options oror other securities convertible into or exchangeable for Equity Interests in the Parent Guarantor, warrants (iv) Subsidiaries may (A) make dividends or rights other distributions to their respective equityholders with respect to their Equity Interests (which distributions shall be (x) made on at least a ratable basis to any such equityholders that are Guarantors and (y) in the case of a Subsidiary that is not a wholly-owned Subsidiary, made on at least a ratable basis to any such equityholders that are the Parent Guarantor or a Subsidiary), (B) make other Restricted Payments to Parent Guarantor, the Lessee or any Subsidiary Guarantor (either directly or indirectly through one or more Subsidiaries that are not Subsidiary Guarantors or the Lessee), (C) other than with respect to any such distributions by a Subsidiary Guarantor, make other Restricted Payments to a Bank Credit Agreement Specified Loan Party (either directly or indirectly through one or more Subsidiaries that are not Bank Credit Agreement Specified Loan Parties, Subsidiary Guarantors or the Lessee) and (D) make any Restricted Payments that the Parent Guarantor would have otherwise been permitted to make pursuant to this Section 9(d), (v) the Parent Guarantor may make Restricted Payments (A) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Parent Guarantor from any future, present or former employee, officer, director, manager or consultant of the Parent Guarantor or any Subsidiary upon the conversion death, disability, retirement or exchange termination of employment of any such Person or into Capital Stock (B) 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, employees or consultants of the MLPParent Guarantor and its Subsidiaries (including, without limitation, in respect of tax withholding or other similar tax obligation related to the foregoing), (vi) the Parent Guarantor and its Subsidiaries may make any other Restricted Payment so long as no Event of Default has occurred and is continuing at the time such Restricted Payment is made or would arise immediately after giving effect (on a pro forma basis) thereto and the aggregate amount of all such Restricted Payments pursuant to this clause (vi) during any fiscal year of the Parent Guarantor does not exceed $100,000,000; provided that such Dollar limitation shall not be applicable, and such Restricted Payment shall not count against such Dollar limitation, if at the time of the making of such Restricted Payment and immediately after giving effect (on a pro forma basis) thereto, the Total Leverage Ratio is equal to or less than 3.00 to 1.00, and (vii) the Parent Guarantor may pay any dividend or distribution or make any irrevocable Restricted Payment within 60 days after the date of declaration of such dividend or distribution or giving irrevocable notice with respect to such Restricted Payment, as the case may be, if at the date of declaration or notice such Restricted Payment would have complied with the provisions of this Guaranty (including the other provisions of this Section 9(d)).

Restricted Payments. The MLP and the Borrower will Parent shall not, and will shall not permit any of their Restricted its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, except: (a) however, that the Parent and its Subsidiaries may declare and make the following Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) so long as no Default or Event of Default shall have occurred would result therefrom: (a) the Borrower may declare and pay cash dividends to the Parent and other holders of partnership interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent to distribute, and the Parent may so distribute, cash dividends to its shareholders in an aggregate amount not to exceed the greater of (i) the amount required to be distributed for the Parent to remain in compliance with Section 7.13. or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent95.0% of Funds From Operations; (b) Restricted Payments made by (i) the Borrower may declare and pay cash distributions of capital gains to the Parent and other holders of partnership interests in the Borrower to the MLPextent necessary for the Parent to make, and (ii) any Restricted Subsidiary the Parent may make, cash distributions to its shareholders of capital gains resulting from gains from certain asset sales to the Borrower or extent necessary to another Restricted Subsidiary that is a wholly-owned Subsidiary avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and 4981 of the BorrowerInternal Revenue Code; (c) Restricted Payments made by the Parent, the Borrower or any Restricted Subsidiary to may acquire the owners Equity Interests of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted a Subsidiary that is not a Wholly Owned Subsidiary; (d) Restricted Payments payable a Subsidiary that is not a Wholly Owned Subsidiary may make cash distributions to holders of Equity Interests issued by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock;such Subsidiary; and (e) repurchases, redemptions or other acquisitions or retirements for value of (or Subsidiaries may pay Restricted Payment Payments to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLPParent, the Borrower or any other Loan PartySubsidiary. Notwithstanding the foregoing, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments but subject to the MLPfollowing sentence, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no if a Default or Event of Default shall have occurred or be continuing and (ii) exists, the Borrower shall be may only declare and make cash distributions to the Parent and other holders of partnership interests in the Borrower with respect to any fiscal year to the extent necessary for the Parent to distribute, and the Parent may so distribute, an aggregate amount not to exceed the minimum amount necessary for the Parent to remain in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no 7.13. If a Default or Event of Default specified in Section 10.1.(a), Section 10.1.(b), Section 10.1.(f) or Section 10.1.(g) shall exist, or if as a result of the occurrence of any other Event of Default any of the Obligations have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted been accelerated pursuant to Section 7.1; and (h) the MLP10.2.(a), the Borrower Parent shall not, and the Restricted Subsidiaries may shall not permit any Subsidiary to, make any Restricted Payments to allow any Person other than to the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants Parent or rights or upon the conversion or exchange of or into Capital Stock of the MLPany Subsidiary.

Restricted Payments. The MLP and the Borrower Each Loan Party will not, and will not permit any of their Restricted its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, except:that so long as it is permitted by law, (a) Restricted Payments Borrowers may make distributions to Parent, and Parent may use such amounts to make distributions to former employees, officers, or directors of Parent or any of its Subsidiaries (or any spouses, ex-spouses, or estates of any of the foregoing) on account of redemptions of Equity Interests of Parent held by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a)such Persons, (i) so long as no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposeswould result therefrom; provided, that the aggregate amount of such purchases or redemptions in cash under made by Parent during the term of this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (Agreement plus the amount of net proceeds received Indebtedness outstanding under clause (j) of the definition of Permitted Indebtedness, does not exceed $250,000 in the aggregate, (b) Borrowers may make distributions to Parent solely in the form of forgiveness of Indebtedness (so long as Parent contemporaneously forgives Indebtedness in the same amount of employees or officers of Borrower (or an entity consisting solely of employees or officers of Borrowers) owing to Parent on account of repurchases of the Equity Interests of Parent held by such Persons; provided, that such Indebtedness was incurred by such Persons solely to acquire (i) Equity Interests of Parent or (ii) Equity Interests of an entity that acquired Equity Interests of Parent), (c) Parent may pay dividends solely in the form of Equity Interests of any class of the Parent’s common equity, (d) Restricted Payments may be made by any Subsidiary to any Borrower, the Parent, or to another Subsidiary (provided, that, if the Subsidiary making such Restricted Payment is a Loan Party, the Subsidiary receiving such Restricted Payment is also a Loan Party), on at least a pro rata basis with any other shareholders if such Subsidiary is not wholly owned by the MLP or the Borrower during such calendar year from sales of Capital Stock Parent and other wholly owned Subsidiaries of the MLP to directorsParent, (e) Parent may declare and pay Restricted Payments in the form of redemptions, consultantsrepurchases, officers retirement, defeasance, or employees other acquisition of or in respect of the MLP, common equity of the Borrower or any of its Affiliates Parent in connection with permitted employee the payment or exercise of, or satisfaction of tax withholding obligations of participants on account of or relating to, awards held by or granted from time to time to participants in equity compensation and incentive arrangements); plans of the Parent not to exceed $2,000,000 in the aggregate in any period of 12 consecutive fiscal months of the Parent, provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or and be continuing and (ii) at the Borrower shall be in compliance with the Incurrence Test;time such redemption, repurchase, retirement, defeasance, or other acquisition is declared or made, and (f) Parent and its Subsidiaries may pay other Restricted Payments, provided, that, (i) as of the date of payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before any such Restricted Payment, and after giving effect to any thereto, each of the Restricted Payment Conditions shall have been satisfied, (ii) Restricted Payments made pursuant to this subsection clause (f), ) during the first year after the date of this Agreement shall not exceed (iA) no Default or Event of Default shall have occurred or be continuing $2,500,000 in the aggregate and (iiB) the Borrower shall be in compliance with the Incurrence Test; (g) $625,000 during any payments quarter of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPyear.

Restricted Payments. The MLP and the Neither Borrower will not, and will not permit nor any of their its Restricted Subsidiaries to, declare or make, or agree to pay or makeshall, directly or indirectly, declare or make any Restricted PaymentPayment at any time, except, without duplication: (a) Borrower or any Restricted Subsidiary may make Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made extent permitted pursuant to this subsection (aSection 2.09(b)(ii), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary of Borrower may declare and make Restricted Payments to the Borrower or to another Restricted any Wholly Owned Subsidiary that of Borrower which is a wholly-owned Subsidiary of the BorrowerRestricted Subsidiary; (c) Restricted Payments made by 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 owners Person making such Restricted Payments receives at least its proportionate share thereof (based upon its relative ownership of the Capital Stock of such Restricted Subsidiary, pro rata based on subject Equity Interests and the ownership of Capital Stock of such Restricted Subsidiaryterms thereof); (d) Borrower and its Restricted Subsidiaries may (i) make Restricted Payments payable in connection with the ▇▇▇▇ Group Reorganization and (ii) engage in transactions to the extent permitted by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital StockSection 10.04 and Section 10.05; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of and its Restricted Subsidiaries held 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 any current ▇▇▇▇ 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, consultant, director or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, pursuant to the extent such Capital Stock was issued as compensation for services rendered on behalf terms of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposeslike agreement; provided, however, that the aggregate amount of such purchases or redemptions in cash payments under this Section 7.5(eclause (f) shall not exceed $20.0 million in any fiscal year $5,000,000 of Borrower; (plus 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 amount extent deemed to occur upon exercise of net proceeds received by stock options, warrants or rights in respect thereof to the MLP or the Borrower during extent such calendar year from sales of Capital Stock Equity Interests represent a portion of the MLP 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 directorsbe payable by any present or former member of management, consultantsdirector, officers officer, employee, or employees consultant of the MLP, the Borrower or any of its Affiliates Subsidiaries or ▇▇▇▇ Resorts or such other parent entity of Borrower or family members, spouses or former spouses, heirs of, estates of or trusts formed by such Persons in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), clause (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test); (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the its Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock Equity Interests, or payments or distributions to dissenting stockholders pursuant to applicable law (in each case, including with respect to ▇▇▇▇ Resorts or such other parent entity of Borrower); (i) so long as immediately before and after giving effect thereto (A) no Event of Default has occurred and is continuing and (B) the Consolidated Fixed Charge Coverage Ratio is greater than or equal to 2.00:1.00 on a Pro Forma Basis as of the MLPmost recent Calculation Date, Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed (i) the Initial Base Restricted Payments Amount on such date, plus (ii) the Available Amount; (j) to the extent constituting Restricted Payments, Borrower may make payments to counterparties under Swap Contracts entered into in connection with the issuance of convertible or exchangeable debt; (k) Borrower and its Restricted Subsidiaries may make Tax Payments to the direct or indirect owners of Borrower or any of the Restricted Subsidiaries; (l) Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed the Initial Base Junior Financing Prepayments Amount; (m) Borrower may pay Allocable Overhead to ▇▇▇▇ Resorts in respect of each Qualifying Project of Borrower and its Restricted Subsidiaries; (n) Borrower and its Restricted Subsidiaries may pay Management Fees and IP Licensing Fees; (o) Borrower may on the Closing Date make Restricted Payments in order to consummate the Closing Date Refinancing; (p) Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed the Available Equity Amount; (q) Borrower may make ordinary course dividends or distributions to ▇▇▇▇ Resorts in an amount not to exceed $1,000.0 million in the aggregate in any fiscal year; provided that with respect to any unused amounts in any fiscal year, the unused amount from such fiscal year may be carried forward to the immediately subsequent two fiscal years; provided further, that during any such subsequent fiscal year, Borrower shall utilize any carried over amount before using the permitted amount for such fiscal year; (r) so long as (i) immediately before and after giving effect thereto no Event of Default under Section 11.01(b), 11.01(c), 11.01(g), or 11.01(h) has occurred and is continuing and (ii) after giving effect thereto the Consolidated Total Net Leverage Ratio will not exceed 5.50:1.00 calculated on a Pro Forma Basis as of the most recent Calculation Date, Borrower and its Restricted Subsidiaries may make additional Restricted Payments; (s) so long as (i) immediately before and after giving effect thereto no Event of Default has occurred and is continuing and (ii) after giving effect thereto Borrower is in compliance with the Financial Maintenance Covenant (regardless of whether then applicable) on a Pro Forma Basis as of the most recent Calculation Date, Borrower and its Restricted Subsidiaries may make additional Restricted Payments in an amount not to exceed the Excess Dividend Amount on such date; and (t) Borrower and the Restricted Subsidiaries may make payments of amounts necessary to repurchase or retire Equity Interests of Borrower or any Subsidiary (or of ▇▇▇▇ Resorts or any applicable parent entity) to the extent required by any Gaming Authority in order to avoid the suspension, revocation or denial of a Gaming License by that Gaming Authority; provided that, in the case of any such repurchase of Equity Interests of Borrower or any Subsidiary (or of ▇▇▇▇ Resorts or any applicable parent entity), if such efforts do not jeopardize any Gaming License, Borrower or any such Subsidiary will have previously used commercially reasonable efforts to attempt to find a suitable purchaser for such Equity Interests and no suitable purchaser acceptable to the applicable Gaming Authority and Borrower was willing to purchase such Equity Interests on terms acceptable to the holder thereof within a time period acceptable to such Gaming Authority; provided, that (i) during the Financial Covenant Relief Period (x) the Borrower and its Restricted Subsidiaries will not directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment pursuant to foregoing Sections 10.06(a), (i), (l), (p), (q), (r) and (s) or with the proceeds of (A) any Indebtedness incurred by the Borrower or its Restricted Subsidiaries in accordance with Section 10.01 on or after the Amendment No. 1 Effective Date or (B) any economic or other financial aid, assistance or stimulus payments received by the Borrower and its Restricted Subsidiaries from any Governmental Authority and (y) notwithstanding the foregoing clause (x), the Borrower and its Restricted Subsidiaries shall be permitted to declare, order, make or set apart any sum or pay Restricted Payments solely with respect to up to 45% of dividends and distributions paid to ▇▇▇▇ Group Asia by its direct and indirect Subsidiaries during the Financial Covenant Relief Period so long as (A) immediately before and after giving effect thereto no Default or Event of Default has occurred and is continuing and (B) the Borrower is in compliance with the requirements of Section 10.13 on a Pro Forma Basis after giving effect thereto pursuant to this Section 10.06 and (ii) during the Financial Covenant Increase Period, the Borrower and its Restricted Subsidiaries shall not declare, order, make or set apart any sum or pay any Restricted Payments with the first $200.0 million of dividends and distributions paid to ▇▇▇▇ Group Asia by its direct and indirect Subsidiaries during the Financial Covenant Increase Period (inclusive of any amounts divided or distributed to ▇▇▇▇ Group Asia during the Financial Covenant Relief Period that were not utilized by the Borrower and its Restricted Subsidiaries to make Restricted Payments during the Financial Covenant Relief Period pursuant to the foregoing clause (i)(y)).

Restricted Payments. The MLP and the Borrower Credit Parties will not, and will not permit any of their the Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to holders of its Equity Interests or make any distribution of its Property to its respective Equity Interest holders (all of which shall be referred to as a “Restricted Payment” for purposes of this Section 9.04(a)), except: (a) Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments with respect to its Equity Interests payable solely in additional shares (or the MLPright to acquire additional shares) of its Equity Interests (other than Disqualified Capital Stock); (ii) Restricted Subsidiaries of the Borrower may declare and pay Restricted Payments ratably with respect to their Equity Interests to its direct parent that is the Borrower or a Subsidiary Guarantor; (iii) so long as, both before and immediately after giving effect thereto, each of the RP/Investment Conditions is satisfied, the Borrower may declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, in each case in cash, and with respect to dividends and distributions, ratably with respect to its Equity Interests; (iv) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; and (v) the Borrower may make Restricted Payments with the net cash proceeds of a substantially concurrent sale or issuance of Equity Interests (other than Disqualified Capital Stock) of the Borrower (to the extent contributed to the Borrower and other than a sale or issuance to a Subsidiary of the Borrower) or of a substantially concurrent cash contribution to the Equity Interests (other than Disqualified Capital Stock) of the Borrower (to the proceeds extent contributed to the Borrower and other than a contribution by a Subsidiary of which are used for such purposesthe Borrower); provided, that the aggregate amount making of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any a Restricted Payment made pursuant to this subsection (e)within 90 days after such sale, (i) no Default issuance or Event of Default shall have occurred or be continuing and (ii) the Borrower contribution shall be in compliance with the Incurrence Test; (f) payment of management fees permitted deemed to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPsubstantially concurrent.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare Declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result: (a) Restricted the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock; (b) in respect of obligations of the Borrower to make Deferred Acquisition Payments, the Borrower may make such Deferred Acquisition Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a)appropriate payee in respect thereof, so long as (i) no Default or Event of Default shall have has occurred and is continuing or be continuing would result from such payments and (ii) such Deferred Acquisition Payments are permitted to be made under the Borrower shall be in compliance with the Incurrence Testsubordination provisions, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLPif any, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrowerapplicable thereto; (c) Restricted Payments made by any Restricted Subsidiary Subsidiaries may declare and pay dividends ratably with respect to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiarytheir Equity Interests; (d) the Borrower may make Restricted Payments payable by the MLP, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower or any Restricted Subsidiary solely in interests of any of and its Capital Stock other than Disqualified Capital StockSubsidiaries; (e) repurchases, redemptions or other acquisitions or retirements for value the Borrower and any Subsidiary may make any payment (even if such payment is in the form of (or a Restricted Payment Payment) to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or another Subsidiary that is required to be made with respect to or in connection with the terms of any of its Restricted Subsidiaries held by any current tax sharing, tax allocation or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or tax arrangement or any Plan and agreement entered into among the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposesits Wholly Owned Subsidiaries; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test;and (f) payment in respect of management fees permitted to be paid obligations of the Borrower pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f)the Convertible Notes or the Trust Preferred Securities, (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only each case to the extent that such payments are permitted pursuant to be made under the subordination provisions, if any, applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPthereto.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments by the MLP up to the amount Borrower, any Subsidiaries of Available Cash; provided the Borrower that both before are Guarantors or Qualified Subsidiaries and after giving effect any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to any their respective holdings of the type of Equity Interest in respect of which such Restricted Payment made pursuant to this subsection (a), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agentis being made; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) making of any Restricted Subsidiary Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower) of, Equity Interests of the Borrower (other than Disqualified Stock) or from the substantially concurrent contribution of equity capital to the Borrower (other than Disqualified Stock); (c) Restricted Payments made by any Restricted Subsidiary to the owners Borrower may declare and make dividend payments or other distributions payable solely in Equity Interests of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted SubsidiaryBorrower (other than Disqualified Stock) to Holdings; (d) Restricted Payments payable the purchase, redemption or other acquisition or retirement for value of shares of Equity Interests of a Qualified Subsidiary owned by a Strategic Investor if such purchase, redemption or other acquisition or retirement for value is made for consideration not in excess of the MLP, the Borrower Fair Market Value of such Equity Interests (a) pursuant to any repurchase obligation to such Strategic Investor or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock(b) if no Default exists or would result therefrom; (e) repurchasesthe Borrower and each Subsidiary may make Permitted Payments to Holdings; (f) the repurchase, redemptions redemption or other acquisitions acquisition or retirements retirement for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock Equity Interests of the MLP, the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower held by any current or former officer, director, consultant, employee or employee consultant of the MLP, the Borrower or any of its Subsidiaries, and any dividend payment or other distribution by the Borrower or a Subsidiary to Holdings or any other direct or indirect parent holding company of the Borrower orutilized for the repurchase, to the extent redemption or other acquisition or retirement for value of any Equity Interests of Holdings or such Capital Stock was issued as compensation for services rendered on behalf other direct or indirect parent holding company held by any current or former officer, director, employee or consultant of the MLP, the Borrower or any of its Subsidiaries or Holdings or such other Loan Partyparent holding company, any employee of the MLPin each case, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, agreement or benefit plan or arrangement other agreement of any kind; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $5,000,000 in any fiscal year (it being understood, however, that unused amounts permitted to be paid pursuant to this proviso are available to be carried over to subsequent fiscal years but in no event shall the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests exceed $10,000,000 in any year); provided further that such amount in any fiscal year may be further increased by an amount not to exceed: (i) the net cash proceeds from the sale of Equity Interests of the Borrower (other than Disqualified Stock) and, to the extent contributed to the Borrower as equity capital (other than Disqualified Stock), Equity Interests of Holdings or any Plan and other direct or indirect parent company of the Borrower, in each case to members of management, directors or consultants of the Borrower, any of its Subsidiaries, Holdings or any other direct or indirect parent company of the Borrower that occurs after the Closing Date, plus (ii) the cash proceeds of key man life insurance policies received by the Borrower and Restricted its Subsidiaries may declare and pay after the Closing Date, minus (iii) the amount of any Restricted Payments previously made pursuant to the MLPclauses (i) and (ii) of this Section 7.06(f); and provided, further, that cancellation of Indebtedness owing to the Borrower or any other Restricted Subsidiary from members of management of the Borrower the proceeds of which are used for such purposes; providedBorrower, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers Borrower’s direct or employees indirect parent companies or any of the MLP, Borrower’s Subsidiaries in connection with a repurchase of Equity Interests of the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect direct or indirect parent companies will not be deemed to any constitute a Restricted Payment made pursuant to for purposes of this subsection (e), (i) no Default Section 7.06 or Event any other provision of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence TestAgreement; (g) any all payments to be made under the Purchase Agreement and all other payments made or to be made in connection with the Transactions (including payments made to Parent to permit it to make such payments) as set forth in the Offering Memorandum for the Senior Secured Notes, including payments to stockholders, and holders of options and warrants for common stock, of the merger consideration (or, in the case of options and warrants, the merger consideration less the exercise price thereof), and all payments made to former stockholders of the Borrower who have validly exercised appraisal rights, in connection with the Transactions; (h) purchases of receivables pursuant to a Receivables Repurchase Obligation and distributions or payments of principal Receivables Fees and interest any other payments, in each case, in connection with respect a Qualified Receivables Transaction; (i) the declaration and payment of regularly scheduled or accrued dividends to Indebtedness subordinated holders of any class or series of Disqualified Stock of the Borrower or any Subsidiary of the Borrower which Disqualified Stock was issued after the Closing Date in right accordance with the provisions of payment Section 7.02; (j) the repurchase of Equity Interests deemed to occur upon the Obligationsexercise of options, but only rights or warrants to the extent that such payments are Equity Interests represent a portion of the exercise price of those options, rights or warrants; (k) payment of fees and reimbursement of other expenses to the Permitted Holders in connection with the Transactions as described in the Offering Memorandum for the Senior Secured Notes under the caption “Certain Relationships and Related Transactions” or dividends to any direct or indirect parent of the Borrower to fund such payments; (l) the payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have otherwise been permitted pursuant to this Section 7.06; (m) the applicable subordination agreement and payments repurchase, redemption or other acquisition or retirement for value of principalDisqualified Stock of the Borrower or any Subsidiary of the Borrower made by exchange for, interest, fees and premiums thereon funded with or out of the proceeds of a Permitted Refinancing the substantially concurrent sale of Replacement Preferred Stock that is permitted pursuant to Section 7.17.02; and (hn) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash payments in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights issuable as dividends on preferred stock or upon the conversion of any preferred stock or exchange of or into Capital Stock convertible debt securities of the MLPBorrower or any of its Subsidiaries.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare Declare or make, or agree permit any Subsidiary (other than any Subsidiary Outside Company) to pay declare or make, directly or indirectly, any Restricted Payment, exceptor incur, or permit any Subsidiary (other than any Subsidiary Outside Company) to incur, any obligation (contingent or otherwise) to do so, except that: (a) each Subsidiary may declare and make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower may make distributions to the Trust to permit the Trust to satisfy expenses of the Trust that relate to the Borrower and its Subsidiaries; (c) to the extent the Borrower remains a pass-through entity, the Borrower may make distributions to the Trust to permit the Trust to pay federal and state income taxes then due and owing by the MLP up Trust that are attributable to the Trust’s ownership of Equity Interests in the Borrower and the operations of the Borrower and its Subsidiaries, so long as the amount of Available Cash; provided such distributions for the payment of taxes shall not be greater than the amount such taxes would have been had the Borrower not filed consolidated income tax returns with the Trust; (d) the Borrower and the Portfolio Companies may pay Management Fees to the Manager, and reimburse the Manager for its reasonable expenses incurred in connection with its management of the Borrower, pursuant to and in accordance with the terms of the Management Fee Agreement and the other Management Fee Documents, each as in effect on the date hereof (provided, that both before (i) any amounts paid by the Borrower under the Management Fee Agreement shall be net of amounts paid by the Portfolio Companies to the Manager or its Affiliates pursuant to the Management Fee Documents to which the Portfolio Companies are party and (ii) the making and receipt of payments under the Management Fee Documents shall be subject to the provisions of the Management Fee Subordination Agreement); (e) Subsidiaries may pay Integration Services Fees, in each case to the extent that (i) such fees are reasonable and customary based on the applicable acquisition or sale and (ii) such fees have been approved by the board of directors (or equivalent governing body) of the applicable Portfolio Company or Outside Company and by the compensation committee of the Borrower; (f) the Borrower may make Allocation Member Distributions; (g) the Borrower may make Restricted Payments if, after giving effect to thereto and the incurrence of any Restricted Payment made pursuant to this subsection (a)Indebtedness in connection therewith, (i) no Default or Event of Default shall have exists or would result therefrom (and, assuming any such incurrence of Indebtedness in connection therewith had occurred or on the first day of the then most recently ended twelve-month period of the Borrower for which a Compliance Certificate has been delivered hereunder, the Borrower would be continuing in compliance with Section 7.11(a) on a Pro Forma Basis), and (ii) either (A) the sum of (x) all cash and Cash Equivalents of the Borrower on deposit in an account that is with the Administrative Agent or is subject to a Qualifying Control Agreement plus (y) Unused Borrowing Availability is not less than $25,000,000, or (B) the Consolidated Fixed Charge Coverage Ratio for the most recent twelve-month period of the Borrower for which a Compliance Certificate has been delivered hereunder, calculated on a Pro Forma Basis giving effect to any such Restricted Payment by the Borrower and all other such Restricted Payments by the Borrower during such period as charges in the denominator of the Consolidated Fixed Charge Coverage Ratio, is greater than 1.00 to 1.00; (h) each Portfolio Company may purchase or redeem shares of its preferred stock from any one or more shareholders: (i) with Intercompany Debt permitted hereunder if, after giving effect thereto and the incurrence of any Indebtedness in connection therewith, (A) no Event of Default exists or would result therefrom, (B) the Consolidated Total Leverage Ratio as of the last day of the most recently ended twelve-month period for which financial statements have been delivered hereunder (calculated on a Pro Forma Basis assuming any such incurrence of Indebtedness in connection therewith had occurred on the first day of such period) is less than 2.00 to 1.00, and (C) the sum of (x) all cash and Cash Equivalents of the Borrower on deposit in an account that is with the Administrative Agent or is subject to a Qualifying Control Agreement plus (y) Unused Borrowing Availability is not less than $25,000,000; (ii) [reserved]; and (iii) with proceeds (net of reasonable direct costs incurred in connection therewith, including legal, accounting and investment banking fees, professional fees and expenses, and taxes paid or reasonably estimated by the Borrower to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements)) of a sale or issuance by the Trust of common Equity Interests in the Trust, which proceeds are contributed by the Trust to the Borrower and further contributed by the Borrower to such Portfolio Company and actually used by such Portfolio Company to purchase or redeem shares of its preferred stock substantially concurrently with such sale or issuance and contributions; (i) each Portfolio Company may purchase or redeem shares of its common and/or preferred Equity Interests from any one or more minority shareholders in unlimited amounts, provided that no such purchase or redemption shall be made by a Portfolio Company unless (A) such Portfolio Company is in compliance with the financial covenants under its Intercompany Debt Documents on a pro forma basis after giving effect to such proposed purchase or redemption, (B) no Event of Default exists or would result therefrom and (C) after giving effect to such to such proposed purchase or redemption and the incurrence of any Indebtedness in connection therewith, the Borrower shall be in compliance with the Incurrence Test, as demonstrated by on a Pro Forma Basis with the covenants set forth in Section 7.11 recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative AgentAgent in accordance with the provisions of this Agreement; (bj) Restricted Payments made by to the extent due and payable and permitted under the applicable subordination provisions thereof, the Portfolio Companies may make regularly scheduled payments in respect of Permitted Earn Out Obligations, provided that (i) the Borrower to amount of revolver borrowing availability under the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and Intercompany Debt Documents between the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and applicable Portfolio Company after giving effect to any Restricted Payment made pursuant such payment shall be not less than the product of the Portfolio Company EBITDA of such Portfolio Company for the twelve month period ending on the last day of the month for which a Compliance Certificate has most recently been delivered to the Administrative Agent in accordance with this subsection (e)Agreement times 0.25, (iii) such Portfolio Company is in compliance with the financial covenants under its Intercompany Debt Documents on a pro forma basis after giving effect to such payment, (iii) no Default or Event of Default shall have occurred exists or be continuing would result therefrom and (iiiv) after giving effect to such to such payment, the Borrower shall be in compliance on a Pro Forma Basis with the Incurrence Test; (f) payment covenants set forth in Section 7.11 recomputed for the twelve-month period ending on the last day of management fees permitted the most recently ended month for which a Compliance Certificate has been delivered to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be Administrative Agent in compliance accordance with the Incurrence Test; (g) any payments provisions of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1this Agreement; and (hk) the MLP, the Borrower and the Restricted Subsidiaries each Subsidiary may declare and make Restricted Payments to allow the payment dividend payments or other distributions payable solely in common Equity Interests of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPsuch Person.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare Declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, exceptexcept that: (a) each Subsidiary may make Restricted Payments by the MLP up to the amount Borrowers, the Guarantors or any Subsidiary of Available Cashthe Borrowers and any other Person that owns an Equity Interest in such Subsidiary, ratably, in the case of such other Persons that are not Borrowers or Subsidiaries, according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; and each Borrower may make Restricted Payments to any other Borrower or any Subsidiary that owns an Equity Interest in such Borrower; (b) the Borrowers and each Subsidiary may declare and make dividend payments or other distributions to the extent paid or payable solely in the common stock or other common Equity Interests of such Person; provided that both before the limitations set forth in this clause (b) shall not prohibit the making of cash payments in connection with any dividend or other distribution paid or payable in common stock or other common Equity Interests of such Person so long as such cash payment is not otherwise prohibited by the terms of the Loan Documents; (c) the Borrowers and after giving effect to each Subsidiary may purchase, redeem or otherwise acquire any Restricted Payment made pursuant to this subsection (a)Equity Interests of the Borrowers or any Subsidiary; provided, (i) that, at the time or as a result thereof there shall exist no Default or Event of Default shall have occurred Default. Notwithstanding the foregoing, in no event may the Commitment be used to fund the purchase, redemption or other acquisition of REIT common stock, except to the limited extent that if Net Disposition Proceeds which otherwise would be continuing permitted to be used to purchase, redeem or otherwise acquire such common stock and are designated to be so used but for an interim period are instead used to pay down the Revolving Loans, then an equal amount of the Commitment may be borrowed (iiin accordance with this Agreement) to purchase, redeem or otherwise acquire such common stock for a period ending 60 days after such repayment; and (d) the Borrower shall be Borrowers and each Subsidiary may declare or make dividends and distributions (excluding those dividends and distributions otherwise permitted under this Section 7.06) in compliance with an aggregate amount that do not exceed the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by greater of (i) the Borrower to the MLPduring any four consecutive fiscal quarter period for which financials are available, 95% of Funds From Operations for such four consecutive fiscal quarter period, and (ii) with respect to any tax year of the REIT, such amount as may be necessary for the REIT to maintain REIT Status for such tax year; provided that, notwithstanding the foregoing, the Borrowers may also make Restricted Subsidiary Payments (so long as no Default exists or would arise as a result of such Restricted Payment) in an amount equal to the Borrower or amount that would need to another Restricted Subsidiary that is a wholly-owned Subsidiary be distributed to all of the Borrower; Borrowers’ partners or shareholders in order for the REIT to make the minimum distributions required to be distributed to its shareholders under the Code (A) to avoid the payment of taxes imposed under Code Section 857(b)(1) and 4981 of the Code, and (B) to avoid the a payment of taxes imposed under Section 857(b)(3) of the Code. Nothing in Sections 7.06(a), (b) (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; or (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; shall prohibit (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retireA) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the any Borrower orfrom making tender offers for or otherwise acquiring for value any Equity Interests, to the extent such Capital Stock was issued as compensation for services rendered on behalf now or hereafter outstanding, of the MLP, the any Borrower or any other Loan Party, Subsidiary of any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the which were not issued by such acquiring Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e(B) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made by any Person pursuant to this subsection (e)such Person’s Organization Documents, (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to including any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds from Dispositions of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPassets.

Restricted Payments. The MLP and the Borrower will Trust shall not, and will shall not permit any of their Restricted its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, except: (a) however, that the Trust and its Subsidiaries may declare and make the following Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) so long as no Default or Event of Default shall have occurred would result therefrom: (a) the Operating Partnership may make cash distributions to the Trust and other holders of partnership interests in the Operating Partnership with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Trust to make, and the Trust may so make, cash distributions to its shareholders in an aggregate amount not to exceed the greater of (i) the amount required to be distributed for the Trust to maintain its status as a REIT or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent90.0% of Funds From Operation; (b) Restricted Payments made by (i) the Borrower Trust may make cash distributions to its shareholders of capital gains resulting from gains from certain asset sales to the MLP, extent necessary to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary 4981 of the BorrowerInternal Revenue Code; (c) Restricted Payments made by any Restricted Borrower or any Subsidiary to may acquire the owners Equity Interests of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted a Subsidiary that is not a Wholly Owned Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock (other than Disqualified Capital Stockthe Operating Partnership) that is not a Wholly Owned Subsidiary may make cash distributions to holders of Equity Interests issued by such Subsidiary; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower Trust or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposesSubsidiary; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(eand (f) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP An Operating Partnership or the Borrower during Trust, as applicable, may exchange Equity Interest in such calendar year from sales of Capital Stock of Operating Partnership for Equity Interests in the MLP Trust. Notwithstanding the foregoing, but subject to directorsthe following sentence, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no if a Default or Event of Default shall have occurred or be continuing exists, the Operating Partnership may only make cash distributions to the Trust and (ii) other holders of partnership interests in the Borrower shall be Operating Partnership, and the Trust may distribute to its shareholders such cash distributions received from the Operating Partnership, during any fiscal year in compliance with an aggregate amount not to exceed the Incurrence Test; (f) payment of management fees permitted minimum amount necessary for the Trust to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no maintain its status as a REIT. If a Default or Event of Default specified in Section 10.1.(a), Section 10.1.(b), Section 10.1.(f) or Section 10.1.(g) shall exist, or if as a result of the occurrence of any other Event of Default any of the Obligations have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted been accelerated pursuant to Section 7.1; and (h) the MLP10.2.(a), the Borrower Trust shall not, and the Restricted Subsidiaries may shall not permit any Subsidiary to, make any Restricted Payments to allow any Person other than to the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants Trust or rights or upon the conversion or exchange of or into Capital Stock of the MLPany Subsidiary.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower and its Restricted Subsidiaries may declare, make, agree to pay and agree to make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for directors, management, employees or consultants of the Borrower and its Restricted Subsidiaries, (d) the Borrower may make Restricted Payments to LMC or its subsidiaries to the extent necessary to pay principal and interest when due in respect of the Indebtedness of LMC and its subsidiaries allocated to the Liberty Media Interactive tracking stock or any comparable successor thereto, provided that after giving pro forma effect to such Restricted Payment, no Default shall have occurred and be continuing, and (e) the Borrower may make Restricted Payments to LMC or its subsidiaries to pay any taxes that are due and payable by the MLP up Borrower and its Restricted Subsidiaries to LMC or its subsidiaries in accordance with the amount of Available Cash; tax liability allocation and indemnification agreement between the Borrower and LMC. Notwithstanding the foregoing, the Borrower and its Restricted Subsidiaries shall be permitted to declare and make and agree to pay and pay a Restricted Payment, provided that both before and after giving pro forma effect to any such Restricted Payment made pursuant to this subsection (a)Payment, (i) no Default or Event of Default shall have occurred or and be continuing and (ii) the Borrower Consolidated Leverage Ratio shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered less than or equal to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower 3.25 to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLP1.00.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or make any distribution of its Property to its Equity Interest holders, except: (a) Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be may declare and pay dividends and distributions with respect to its Equity Interests payable solely in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agentadditional shares of its Equity Interests (other than Disqualified Capital Stock); (b) Subsidiaries may declare and pay dividends to other Loan Parties ratably with respect to their Equity Interests; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its common or subordinated Equity Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Equity Interests; (d) the Borrower may declare and pay quarterly cash distributions of Available Cash to the holders of any Equity Interests in the Borrower in accordance with the Borrower’s Organization Documents; provided, that no Default exists at the time of or after giving effect to such Restricted Payment; (e) substantially contemporaneously with the consummation of the Specified Transactions on the Closing Date, the Borrower may declare and pay Restricted Payments made to the extent required pursuant to the Contribution Agreement; (f) the Borrower may make Restricted Payments pursuant to and in connection with long-term incentive plans or other benefit plans or arrangements for directors, management, employees or consultants of the Borrower and its Subsidiaries; (g) the Borrower may make Restricted Payments to redeem its Equity Interests that are held at such time by “Ineligible Holders” (as defined in the Partnership Agreement) pursuant to Section 4.10 of the Partnership Agreement; (h) so long as no Default has occurred and is continuing, (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to may repurchase, redeem or otherwise acquire or retire) any Capital Stock Equity Interests of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLPBorrower, the Borrower or any Subsidiary of Subsidiaries and the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, 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 the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments (ii) to the MLPextent such payments are deemed to be Restricted Payments, the Borrower may make payments under stock appreciation rights, phantom stock or any other Restricted Subsidiary of similar cash settled interests issued under the Borrower the proceeds of which are used for such purposesBorrower’s long term incentive program; provided, provided that the aggregate amount of such purchases or redemptions in cash Restricted Payments made under this Section 7.5(eclause (h) shall not exceed in $3,000,000 during any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1year; and (hi) the MLPpayments of cash, dividends, distributions, advances or other Restricted Payments by the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares units upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPwarrants.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: except (a) the Borrower may declare and pay dividends with respect to its Equity Interests, make any other Restricted Payments, payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments by pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the MLP up to Borrower and its Subsidiaries, (d) so long as, at the amount of Available Cash; provided that both before time any such Restricted Payment is made and immediately after giving effect (including pro forma effect) thereto (and to the incurrence of any Restricted Payment made pursuant to this subsection (a), Indebtedness in connection therewith) (i) no Default or Event of Default shall have occurred or be continuing and is continuing, (ii) the Total Net Leverage Ratio is not greater than 2.50 to 1.00 and (iii) the Borrower shall be is in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLPfinancial covenants set forth in Section 6.11, the Borrower or any and its Subsidiaries may make other Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; Payments, (e) repurchases, redemptions so long as no Default or other acquisitions Event of Default has occurred and is continuing or retirements for value of would arise after giving effect (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retireincluding pro forma effect) any Capital Stock of the MLP, thereto the Borrower or and any of its Restricted Subsidiaries held by may repurchase Equity Interests from any current or former officer, director, consultant, employee or employee of consultant to comply with Tax withholding obligations relating to Taxes payable by such Person upon the MLP, the Borrower grant or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount award of such purchases Equity Interests (or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (eupon vesting thereof), (if) so long as no Default or Event of Default shall have has occurred and is then continuing or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and would arise after giving effect to (including pro forma effect) thereto, the Borrower and any Restricted Payment made pursuant to this subsection Subsidiaries may purchase Equity Interests from present or former officers, directors or employees of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment or service of such officer, director or employee, in an aggregate amount not exceeding $5,000,000 in any fiscal year of the Borrower and (f), (ig) so long as no Default or Event of Default shall have has occurred and is continuing or be continuing and would arise after giving effect (iiincluding pro forma effect) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLPthereto, the Borrower and the Restricted any Subsidiaries may make other Restricted Payments to allow the payment of cash in lieu an aggregate amount not exceeding $15,000,000 in any fiscal year of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPBorrower.

Restricted Payments. The MLP and the Borrower Credit Parties will not, and nor will not they permit any of their Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment; provided, except: that (a) Restricted Payments by the MLP up to the amount Company may make repurchases, redemptions or other acquisitions of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), its Equity Interests so long as (i) no Default or Event of Default shall have has occurred or be continuing and would result therefrom, (ii) the Borrower shall Company will be in compliance with the Incurrence Test, as demonstrated by financial covenants set forth in Section 5.9 on a Pro Forma Compliance Certificate delivered Basis after giving effect to the Administrative Agent; such Restricted Payment and (b) Restricted Payments made by (iiii) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable amount paid by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) Company with respect to such repurchases, redemptions or other acquisitions or retirements for value during the term of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) Agreement shall not exceed an aggregate amount equal to $100,000,000, (b) the Company shall be permitted to make other Restricted Payments in an aggregate amount not to exceed $20,000,000 in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) 12-month period so long as no Default or Event of Default shall have occurred then exist or be continuing would exist after giving effect to such Restricted Payment, (c) the Company may declare and make dividend payments or other distributions payable solely in common Equity Interests of the Company, (d) the Company may make payments on, repurchases, redemptions or other acquisitions of its Equity Interests that are in the form of convertible Indebtedness of the Company as a result of the exercise of conversion rights by the holder thereof, (e) Subsidiaries of the Company may declare and make dividend payments or other distributions to the Company or other Subsidiaries of the Company, (f) Subsidiaries of the Company that are not Guarantors may declare and make dividend payments or other distributions to the extent such dividend payments or other distributions are paid ratably to the holders of the Equity Interests thereof according to their respective Equity Interests and (iig) Guarantors, the U.K. Borrower and U.K. Guarantors may declare and make dividend payments or other distributions to the extent such dividend payments or other distributions are paid ratably to the holders of the Equity Interests thereof according to their respective Equity Interests; provided, that, with respect to this clause (g), (i) the Borrower Company shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to financial covenants set forth in Section 7.7; provided that both before and 5.9 after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default such dividend payments or Event of Default shall have occurred other distributions on a Pro Forma Basis or be continuing and (ii) such dividend payments or other distributions are approved by the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPAdministrative Agent.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, except: or incur any obligation (acontingent or otherwise) Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to do so, or issue or sell any Restricted Payment made pursuant to this subsection (a)Equity Interests or accept any capital contribution, (i) except that, so long as no Default or Event of Default shall have occurred or and be continuing and prior to or immediately after giving effect to any action described below or would result therefrom: (a) each Subsidiary of a Loan Party may make Restricted Payments to any Loan Party (other than Parent, unless either (i) the Restricted Payment Conditions are satisfied, or (ii) such Restricted Payments are made to pay or reimburse the Borrower shall be Parent for expenses incurred in compliance with the Incurrence Testordinary course of the Parent’s business, as demonstrated by a Pro Forma Compliance Certificate delivered to conducted on the Administrative Agentdate hereof); (b) Restricted Payments the Loan Parties and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Loan Parties may issue and sell Equity Interests provided (and the Loan Parties may accept any capital contribution made by in connection with any such issuance and sale) that (i) (A) with respect to any Equity Interests, all dividends in respect of which are to be paid (and all other payments in respect of which are to be made) shall be in additional shares of such Equity Interests, in lieu of cash, (B) such Equity Interests shall not be subject to redemption other than redemption at the Borrower option of the Loan Party issuing such Equity Interests, and (C) all payments in respect of such Equity Interests are expressly subordinated to the MLPObligations, and (ii) no Loan Party shall issue any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is additional Equity Interests in a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock Loan Parties may issue and sell Equity Interests (other than Disqualified Capital Stock), and the Loan Parties may accept any capital contribution made in connection with any such issuance and sale, provided that no Subsidiary of any Loan Party shall issue any additional Equity Interests except to a Loan Party; (e) repurchases, redemptions or other acquisitions or retirements for value of (or if the Restricted Payment to Conditions are satisfied, (i) the MLP to permit the MLP to repurchaseLoan Parties and each Subsidiary may purchase, redeem or otherwise acquire or retire) any Capital Stock of the MLPEquity Interests issued by it, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test;Parent may declare or pay cash dividends to its shareholders; and (f) payment of management fees to the extent constituting Restricted Payments, the Loan Parties and their Subsidiaries may enter into transactions expressly permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to 7.04. The Loan Parties shall provide the Collateral Agent (i) with written notice of any Restricted Payment made Payment, in each case as otherwise permitted pursuant to this subsection (fSection 7.06(e), no less than five (i5) no Default or Event of Default shall have occurred or be continuing days prior to the making thereof and (ii) with written confirmation (which shall include a fed reference number, if applicable) on the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu date of the issuance making of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPany such Restricted Payment.

Restricted Payments. The MLP and the Borrower will Holdings shall not, and will not nor shall it permit any of their Restricted Subsidiaries Subsidiary to, declare declare, pay or make, or agree to pay or make, directly or indirectly, any Restricted Payment, exceptPayment except that: (a) each Subsidiary of the Borrower may make Restricted Payments to the Borrower, any Subsidiaries of the Borrower that is a Guarantor and any other Person that owns a direct Equity Security in such Subsidiary, rateably according to their respective holdings of the type of Equity Security in respect of which such Restricted Payment is being made; (b) Holdings and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Securities of such Person; (c) Holdings may distribute rights pursuant to any existing shareholder rights plan or redeem such rights in accordance with the terms of any such existing shareholder rights plan; (d) the Borrower may make Restricted Payments to Holdings to pay general corporate and overhead expenses and other administrative expenses of Holdings and to make customary indemnification payments to officers and directors of Holdings in an aggregate amount for this clause (d) not to exceed $5,000,000 for each fiscal year of Holdings; (e) the Borrower may make (i) any mandatory or scheduled payment on the First Lien Notes, Subscription Receipts, Senior Secured Notes or other Subordinated Indebtedness, and (ii) any optional payment constituting an Early Retirement of (A) Subordinated Indebtedness owing by the MLP up to Borrower or any Subsidiary that is otherwise permitted hereunder, (B) the amount of Available CashSenior Secured Notes and (C) the First Lien Notes; provided that in the case of this clause (ii) after giving effect thereto the Payment Conditions are satisfied; (f) the Loan Parties may make any payment constituting an Early Retirement of Indebtedness as a result of a refinancing, refunding, extension, defeasance, discharge, renewal or replacement of Indebtedness that is permitted by Section 5.1; (g) the Borrower may make Restricted Payments to Holdings (and Holdings may make Restricted Payments to its Parent) (i) to enable Holdings (or its Parent) to redeem or repurchase Equity Securities from officers, directors, employees or consultants of Holdings or its Subsidiaries, upon termination of employment or service, in connection with the exercise of stock options, stock appreciation rights or other equity incentives or equity based incentives, or in connection with the death or disability of such officers, directors, employees or consultants; provided that in all such cases the aggregate amount paid in respect of all such shares so redeemed or repurchased does not exceed $2,500,000 in the aggregate in any fiscal year; (ii) that consist of the cancellation of Indebtedness owing to a Loan Party from officers, directors, employees or consultants of Holdings or its Subsidiaries in connection with any repurchase of Equity Securities; and (iii) arising from repurchases of Equity Securities deemed to occur upon the exercise of stock options if such stock represents a portion of the exercise price thereof; (i) Holdings may (A) make regularly scheduled payments of interest in respect of any Permitted Convertible Indebtedness and (B) make cash payments in connection with any conversions of Permitted Convertible Indebtedness (provided that, in the case of each of (A) and (B), other than cash payments in lieu of fractional shares upon conversion, both before immediately prior and after giving effect to any Restricted Payment made pursuant to this subsection (a)such payment, (ix) no Default or Event of Default shall have occurred or and be continuing or result therefrom and (y) the Payment Conditions are satisfied), and (ii) the Borrower shall be may distribute to Holdings cash in compliance with amounts necessary to enable Holdings to make any payment referred to in the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agentforegoing clause (i); (bi) Restricted Payments made by (i) that constitute, or are part of, the Borrower Skate Acquisition, including pursuant to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary rights offering that is made in connection with such transaction and/or a wholly-owned Subsidiary redemption of the Borrowersuch rights; (cj) Restricted Payments made by any Restricted Subsidiary to the owners release of the Capital Stock proceeds thereof and retirement of such Restricted Subsidiarythe Subscription Receipts in accordance with their terms, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests exchange of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements Subscription Receipts for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1First Lien Notes; and (hk) other Restricted Payments during the MLPterm of this Agreement in an aggregate amount not to exceed $10,000,000 plus, so long as immediately before and immediately after giving effect thereto on a Pro Forma Basis the Payment Conditions are satisfied, the Borrower and Additional Available Amount on the date such Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPPayment is made.

Restricted Payments. The MLP and the Borrower will shall not, and will not nor shall it permit any of their Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments by the MLP up to the amount Borrower, any Subsidiaries of Available Cash; provided the Borrower that both before are Guarantors and after giving effect any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to any their respective holdings of the type of Equity Interest in respect of which such Restricted Payment made pursuant to this subsection (a), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agentis being made; (b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower may distribute rights pursuant to any existing shareholder rights plan or redeem such rights in accordance with the terms of any such existing shareholder rights plan; (d) the Borrower and its Subsidiaries may make Restricted Payments made in connection with or pursuant to any of its employee benefits plans or in connection with the employment, termination or compensation of its employees, officers, directors or consultants, including any repurchase or retention of Equity Interests in payment of withholding taxes in connection with equity-based compensation arrangements; (e) the Borrower may make non-cash repurchases of Equity Interests that are deemed to occur upon exercise of stock options if the proceeds of such repurchases are deemed to represent a portion of the exercise price of such options; (f) the Borrower may repurchase fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversion of convertible securities; (g) the Borrower may make any payment at the maturity of, or any payment constituting an Early Retirement of its Public Indebtedness; (h) the Borrower may (i) declare and pay cash dividends to its stockholders and (ii) purchase, redeem or otherwise acquire for cash Equity Interests issued by it, if (A) such declaration and payment would be permitted under Section 3.4 of the Senior Secured Notes Indenture were the same to be treated as a “Restricted Payment” (as defined in the Senior Secured Notes Indenture), and (B) after giving effect thereto, the Borrower would not be in Default; and (i) the Borrower to may make any payment required under the MLP, and Senior Secured Notes (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash Indebtedness permitted under this Section 7.5(e7.02(k)) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPan asset disposition.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (a) Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a)except that, (i) so long as no Default or Event of Default shall have occurred exists or be continuing and would result therefrom: (iia) the Borrower shall be may declare and pay dividends with respect to its Equity Interests payable solely in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agentadditional units or shares of its Equity Interests (other than Disqualified Capital Stock); (b) Restricted Payments made by (i) Subsidiaries of the Borrower may declare and pay dividends to Loan Parties ratably with respect to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary ownership of the Borrowertheir Equity Interests; (c) Restricted Payments made by the Borrower may make a distribution to Parent on any Restricted Subsidiary Tax Distribution Date equal to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted SubsidiaryTax Distribution Amount; (d) Restricted Payments payable by Vista Sand and the MLPBorrower may consummate the Proppants To Go Distribution on the Effective Date; provided that, prior to the effectiveness of the Proppants To Go Distribution, the Borrower or any Restricted Subsidiary solely in interests shall have delivered to the Administrative Agent a certificate of any of its Capital Stock a Responsible Officer certifying that Proppants To Go owns no Property other than Disqualified Capital Stocka U.S. Department of Transportation license number described in such certificate and the right to use the name “Proppants To Go”; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of may make distributions on the MLP, Effective Date necessary to consummate the Specified Equity Transactions in an amount not to exceed $85,000,000; and (f) the Borrower or may make distributions to Parent in order to enable Parent to pay management fees not to exceed $3,000,000 in the aggregate during any Subsidiary calendar year to (i) GBH Properties LLC, a Texas limited liability company on account of the Borrower or, services provided to the extent such Capital Stock was issued as compensation for services rendered and on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, and its Subsidiaries pursuant to any equity subscription agreementthat certain Management Services Agreement, stock option agreementdated as of May 1, shareholders’2017, members’ or partnership agreement or similar agreementamong GBH Properties LLC, plan or arrangement or any Plan Parent and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment M&J Partnership, Ltd., a Texas limited partnership on account of management fees permitted services provided to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event on behalf of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted its Subsidiaries may make Restricted Payments pursuant to allow the payment that certain Management Services Agreement, dated as of cash in lieu of the issuance of fractional shares upon the exercise of options orMay 1, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLP2017, among M&J Partnership, Ltd., Parent and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare Declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except: Payment or incur any obligation (contingent or otherwise) to do so unless (a) Restricted Payments by at the MLP up to the amount of Available Cash; provided that both before and after giving effect to time when any such Restricted Payment made pursuant is to this subsection (a)be made, (i) no Default or Event of Default shall have occurred exists or be continuing would result therefrom and (iib) after giving effect to the Borrower shall making of such Restricted Payment, Borrowers would be in compliance with the Incurrence Testrequirements of Section 7.16, on a pro forma basis, determined as demonstrated by a Pro Forma of the last day of the last Fiscal Quarter of Borrowers for which Borrowers have provided financial statements and the corresponding Compliance Certificate delivered to the Administrative Agent; Agent and Lenders as if such Restricted Payment had been paid during such Fiscal Quarter, a Responsible Officer of Borrowers shall have certified to the Administrative Agent and Lenders as to compliance with the preceding clause (b) Restricted Payments made by in a certificate attaching calculations; provided, however, (i) the Borrower a Subsidiary of a Loan Party may declare and pay dividends ratably with respect to the MLPsuch Subsidiary’s Equity Interests, and (ii) Borrowers may make Restricted Payments, not exceeding $2,000,000 during any Restricted Subsidiary Fiscal Year pursuant to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely and in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions accordance with stock option plans or other acquisitions benefit plans for management or retirements employees of Borrowers, (iii) the Borrowers may pay for the repurchase, retirement or other acquisition or retirement for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock Equity Interests of the MLP, the Borrower or any of its Restricted Subsidiaries Borrowers held by any current future, present or former employee, officer, director, consultantmanager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or employee distributees of any of the MLPforegoing) of such Loan Party or make Restricted Payments in the form of distributions to allow the Borrowers to pay principal or interest on promissory notes that were issued to any future, the Borrower present or former employee, officer, director, manager or consultant (or any Subsidiary spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the Borrower orforegoing) of such Borrowers in lieu of cash payments for the repurchase, to the extent retirement or other acquisition or retirement for value of such Capital Stock was issued as compensation for services rendered on behalf Equity Interests of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for Borrowers held by such purposesPersons; provided, provided that the aggregate amount of such purchases or redemptions in cash under Restricted Payments pursuant to this Section 7.5(eclause (iii) shall not exceed $1,000,000; (iv) so long as there exists no Default or Event of Default, Borrowers may pay dividends or make distributions to its shareholders or members, as applicable, in any fiscal year $5,000,000 (plus an aggregate amount not greater than the amount necessary for such shareholders or members to pay their actual state and United States federal income tax liabilities in respect of net proceeds received income earned by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or Loan Parties after deducting any of its Affiliates in connection with permitted employee compensation and incentive arrangements)unused prior losses; provided that both before and after giving effect to any Restricted Payment made (v) Borrowers may pay management fees pursuant to this subsection (e), (i) the Management Services Agreement as long as no Default or Event of Default shall exists or would result therefrom and Borrowers have occurred or be continuing and (ii) cash, Cash Equivalents and/or unused availability under the Borrower shall be Revolving Credit Facility of at least $20,000,000 in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and aggregate after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing such payment; and (iivi) the Borrower shall be in compliance with the Incurrence Test; (g) any Borrowers may declare and make dividend payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make or other Restricted Payments to allow payable solely in the payment form of cash in lieu common Equity Interests of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPsuch Person.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or make any distribution of its Property to its Equity Interest holders, except: (a) Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower may declare and pay dividends with respect to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments its Equity Interests payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any additional shares of its Capital Stock Equity Interests (other than Disqualified Capital Stock); (eii) repurchases, redemptions Subsidiaries may declare and pay dividends or any other acquisitions or retirements for value of (or Restricted Payment distributions to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any Guarantor with respect to their Equity Interests; (iii) the Borrower may make Restricted Payments in connection with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (iv) the Borrower may make Restricted Payments in connection with the termination of its Restricted Subsidiaries held by directors’ or employees’ option agreement or restricted stock agreements under any current or former officerof Borrower’s incentive stock plans; provided, directorhowever, consultantthat the aggregate amounts paid in respect thereof do not exceed $2,500,000; (v) after January 1, or employee of the MLP2023, the Borrower or any Subsidiary may make Restricted Payments so long as, after giving effect thereto, the Payment Conditions are satisfied; and (vi) so long as no Event of Default has occurred and is continuing, the Borrower ormay make Restricted Payments to the extent necessary to permit Holdings: ​ ​ (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses ) and franchise Taxes, and similar fees and expenses required to maintain the organizational existence of Holdings, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claim made by any director, officer, member of management, manager, employee and/or consultant of Holdings, in each case, to the extent attributable to the ownership or operations of Holdings and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than the Borrower and/or its Subsidiaries); (B) to discharge the consolidated, combined, unitary or similar U.S. federal, state or local Tax liabilities of Holdings and its subsidiaries when and as due, to the extent such Capital Stock was issued as compensation for services rendered on behalf liabilities are directly attributable to the income of the MLP, the Borrower or and/or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposesBorrower; provided, provided that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by any such payment in respect of any taxable year does not exceed the MLP or amount of Taxes that the Borrower during and/or its applicable Subsidiary would have paid as standalone companies or as a standalone group taking into account any available deductions, losses and credits; (C) to pay audit and other accounting and reporting expenses of Holdings to the extent such calendar year from sales expenses are attributable to the Holdings and/or its subsidiaries (but excluding, for the avoidance of Capital Stock of the MLP to directors, consultants, officers or employees of the MLPdoubt, the portion of any such expenses, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than the Borrower and/or its Subsidiaries); (D) to pay any insurance premium that is payable by, or attributable to, Holdings and/or its subsidiaries that is payable by Holdings (but excluding, for the avoidance of doubt, the portion of any such premium, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than the Borrower and/or its Affiliates in connection with permitted employee compensation Subsidiaries); (E) to pay (x) reasonable fees and incentive arrangements); provided that both before and after giving effect expenses related to any Restricted Payment made pursuant to this subsection debt and/or equity offering, investment and/or acquisition (e), (iwhether or not consummated) no Default or Event of Default shall have occurred or be continuing permitted hereunder and (iiy) the Borrower shall be in charges related to compliance with the Incurrence Test; (f) payment provisions of management fees permitted to be paid pursuant to Section 7.7; provided that both before the Securities Act of 1933, as amended and after giving effect to any Restricted Payment made pursuant to this subsection (f)the Securities Exchange Act of 1934, (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1as amended; and (hF) to pay reasonable and customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of Holdings to the MLPextent such salary, bonuses, severance and other benefits are attributable and reasonably allocated to the operations of the Borrower and and/or its Subsidiaries, in the Restricted Subsidiaries may make Restricted Payments to allow the payment case of cash in lieu each of the issuance foregoing clauses (A) through (F), so long as Holdings applies the amount of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPany such Restricted Payment for such purpose.

Restricted Payments. The MLP and the Borrower Obligors will not, and will not permit any of their the Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to holders of its Equity Interests or make any distribution of its Property to its respective Equity Interest holders, except: (ai) Holdings and the Parent may declare and pay dividends or distributions with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock); (ii) Restricted Payments Subsidiaries of the Borrower may declare and pay dividends or distributions ratably with respect to their Equity Interests to its direct parent that is the Borrower or a Subsidiary Guarantor; (iii) the Borrower may declare and pay dividends or distributions to the Parent, and the Parent may declare and pay dividends or distributions to Holdings, to permit the Parent and/or Holdings to pay (or the Borrower may pay on behalf of the Parent and/or Holdings), as applicable, (A) Taxes then due and owing by the MLP up Parent or Holdings and (B) reasonable compensation and expenses of directors and officers of the Parent or Holdings incurred in the ordinary course of business consistent with customary industry practice; (iv) for so long as the Parent is treated as a flow-through entity for U.S. federal income tax purposes, the Borrower may declare and pay dividends or distributions to the Parent in an amount of Available Cashequal to Permitted Tax Distributions, and the Parent may make Permitted Tax Distributions; provided that CREDIT AGREEMENT (v) so long as, both before and immediately after giving effect to thereto, each of the RP/Investment Conditions is satisfied: (A) the Borrower or any Restricted Payment made pursuant Subsidiary may declare and pay dividends or distributions to this subsection the Parent, the Parent may declare and pay dividends or distributions to Holdings, and Holdings may declare and pay dividends or distributions, in each case in cash, ratably with respect to its Equity Interests and (a)B) Holdings may repurchase or otherwise acquire, for cash, its Equity Interests (iother than Disqualified Capital Stock or preferred equity) from the holders of its Equity Interests; (vi) so long as (A) no Default or Event of Default shall have has occurred and is continuing or be continuing would result therefrom and (iiB) Holdings’ common stock is not listed for trading on a national exchange at the Borrower shall be time of vesting and/or settlement of an Award (as such term in compliance with defined in Holdings’ Incentive Plan), then Holdings may withhold the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered number of shares of common stock otherwise deliverable pursuant to the Administrative Agent;Award with a fair market value equal to the total income and employment taxes imposed as a result of the vesting and/or settlement of the Award and may make such tax payment (or may make a payment in the amount of such tax payment to the holder of the Award); and (bvii) Restricted Payments made by (i) the Borrower to the MLPso long as no Default, Event of Default or Borrowing Base Deficiency has occurred and (ii) any Restricted Subsidiary to the Borrower is continuing or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLPwould result therefrom, the Borrower Obligors or any Restricted Subsidiary solely may distribute, or make other Restricted Payments of, Equity Interests in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions Unrestricted Subsidiaries or other acquisitions or retirements for value of (or Restricted Payment Permitted Joint Ventures to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock holders of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPtheir Equity Interests.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: except (a) the Borrower may declare and pay dividends with respect to its Equity Interests, make any other Restricted Payments, payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments by pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the MLP up to Borrower and its Subsidiaries, (d) so long as, at the amount of Available Cash; provided that both before time any such Restricted Payment is made and immediately after giving effect (including pro forma effect) thereto (and to the incurrence of any Restricted Payment made pursuant to this subsection (a), Indebtedness in connection therewith) (i) no Default or Event of Default shall have occurred or be continuing and is continuing, (ii) the Total Net Leverage Ratio is not greater than 2.50 to 1.00 and (iii) the Borrower shall be is in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to Senior Secured Leverage Ratio and the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLPFixed Charge Coverage Ratio, the Borrower or any and its Subsidiaries may make other Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; Payments, (e) repurchases, redemptions so long as no Default or other acquisitions Event of Default has occurred and is continuing or retirements for value of would arise after giving effect (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retireincluding pro forma effect) any Capital Stock of the MLP, thereto the Borrower or and any of its Restricted Subsidiaries held by may repurchase Equity Interests from any current or former officer, director, consultant, employee or employee of consultant to comply with Tax withholding obligations relating to Taxes payable by such Person upon the MLP, the Borrower grant or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount award of such purchases Equity Interests (or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (eupon vesting thereof), (if) so long as no Default or Event of Default shall have has occurred and is continuing or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and would arise after giving effect to (including pro forma effect) thereto, the Borrower and any Restricted Payment made pursuant to this subsection Subsidiaries may purchase Equity Interests from present or former officers, directors or employees of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment or service of such officer, director or employee, in an aggregate amount not exceeding $5,000,000 in any fiscal year of the Borrower and (f), (ig) so long as no Default or Event of Default shall have has occurred and is continuing or be continuing and would arise after giving effect (iiincluding pro forma effect) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLPthereto, the Borrower and the Restricted any Subsidiaries may make other Restricted Payments to allow the payment of cash in lieu an aggregate amount not exceeding $15,000,000 in any fiscal year of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPBorrower.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that so long as no Event of Default has occurred and is continuing: (a) each Subsidiary may declare and make Restricted Payments by to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the MLP up to the amount type of Available Cash; provided that both before and after giving effect to any Equity Interest in respect of which such Restricted Payment made pursuant to this subsection (a), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agentis being made; (b) Restricted Payments made by (i) the Parent Borrower to the MLP, and (ii) any Restricted each Subsidiary to the Borrower may declare and make dividend payments or to another Restricted Subsidiary that is a wholly-owned Subsidiary other distributions payable solely in common Equity Interests of the Borrowersuch Person; (c) Restricted Payments made by any Restricted Subsidiary to the owners Parent Borrower may declare and make dividend payments and may issue and make redemptions of stock or other ownership interests in accordance with stock option, employee incentive or similar plans for employees, directors or officers of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted SubsidiaryParent Borrower; (d) Restricted Payments payable 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 MLP, Parent Borrower’s common stock upon net share settlement thereof or (y) by set-off and/or payment of an early termination payment or similar payment thereunder in the Borrower or Parent Borrower’s common stock upon any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stockearly termination thereof; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Parent Borrower or any may issue shares of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee common stock to satisfy obligations in respect of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence TestPermitted Convertible Notes; (f) payment the Parent Borrower may receive shares of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to its common stock on account of net share settlements or terminations of any Restricted Payment made pursuant to this subsection (f), (i) no Default Permitted Bond Hedge Transactions or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be Permitted Warrant Transactions entered into in compliance connection with the Incurrence TestPermitted Convertible Notes; (g) any payments the Parent Borrower may declare and make other Restricted Payments, including in connection with Permitted Acquisitions, provided that each of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1Standard Conditions shall be satisfied; and (h) the MLP, the Parent Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the Restricted Subsidiaries may make Restricted Payments to allow proceeds received from the payment substantially concurrent issue of cash in lieu new shares of the issuance of fractional shares upon the exercise of options or, warrants its common stock or rights or upon the conversion or exchange of or into Capital Stock of the MLPother common Equity Interests.

Restricted Payments. The MLP and the Borrower will not, and nor will not it permit any of their Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (a) Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to make any Restricted Payment made pursuant to this subsection (a), other than dividends payable in its own capital stock) except that, 6.10.1 Any Subsidiary may declare and pay dividends or make distributions (i) no Default payable solely in its capital stock to the direct or Event indirect holders of Default shall have occurred its capital stock or be continuing and (ii) the Borrower shall be payable in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, dividends and (ii) any Restricted Subsidiary distributions to the Borrower or to another Restricted a Subsidiary that is a wholly-owned Guarantor (and if such Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, has shareholders other than the Borrower or any a Subsidiary that is a Guarantor, to its shareholders on a pro rata basis). 6.10.2 The Borrower may make Restricted Subsidiary Payments pursuant to stock incentive or award plans approved by its stockholders. 6.10.3 The Borrower may declare and pay dividends with respect to its capital stock payable solely in interests of any additional shares of its Capital Stock other than Disqualified Capital Stock; capital stock (e) repurchasesor warrants, redemptions options, or other acquisitions rights to acquire additional shares of its capital stock). 6.10.4 The Borrower and its Subsidiaries may make repurchases of capital stock deemed to occur upon exercise of stock options if such capital stock represents a portion of the exercise price of such options, and repurchases of capital stock of Subsidiaries consisting of directors’ qualifying shares or retirements for value repurchases of (or Restricted Payment shares issued to third parties to the MLP extent necessary to permit satisfy any licensing requirements under applicable law with respect to the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower Borrower’s or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Subsidiaries’ businesses. 6.10.5 The Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash payments in lieu of the issuance of fractional shares upon in connection with the exercise of warrants, options or, warrants or rights other securities convertible into or upon the conversion or exchange of or into Capital Stock exchangeable for capital stock of the MLPBorrower; provided, however, that any such cash payment shall not be for the purpose of evading the limitations of this Section 6.10. 6.10.6 The Borrower may purchase, acquire, transfer or issue the Borrower’s capital stock and make any required cash payments or deliveries of property under or in connection with the Existing Convertible Note Transactions or the Replacement Convertible Note Offering. 6.10.7 The Borrower and its Subsidiaries may make any purchase, repurchase, redemption, retirement or other acquisition for value of shares of, or options to purchase shares of, capital stock of the Borrower or any of its Subsidiaries from employees, former employees, directors or former directors of the Borrower or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such capital stock; provided, however, that the aggregate amount of such purchases, repurchases, redemptions, retirements and other acquisitions for value will not exceed $2,000,000 in any calendar year. 6.10.8 The Borrower and its Subsidiaries may make any Restricted Payment to the extent not otherwise permitted under this Section 6.10 so long as at the time of such Restricted Payment the aggregate amount of such additional Restricted Payment together with all other outstanding Restricted Payments pursuant to this Section 6.10.8 does not exceed $5,000,000. 6.10.9 Any Restricted Payment may be made by or to a Rabbi Trust or Rabbi Trust Subsidiary. 6.10.10 So long as no Event of Default or Unmatured Event of Default exists at the time thereof or would result therefrom (after giving pro forma effect thereto), the Borrower may declare and pay cash dividends on its capital stock, repurchase and otherwise acquire its capital stock and make any other Restricted Payment.

Restricted Payments. The MLP and Declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of Holdings, the Borrower will not, and will not permit or any of their the Restricted Subsidiaries toSubsidiaries, declare whether now or makehereafter outstanding, or agree to pay or makemake any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of the Restricted PaymentSubsidiaries (collectively, except“Restricted Payments”), except that: (a) any Restricted Subsidiary may make Restricted Payments by the MLP up to the amount Borrower, any Subsidiary Guarantor or the equity holders of Available Cashsuch Restricted Subsidiary; provided that both (i) such Restricted Payments shall be made ratably based on the relevant ownership percentages of the Capital Stock, (ii) the aggregate amount of such Restricted Payments made to equity holders that are not Loan Parties or not permitted under Section 7.6(b) shall not exceed $20,000,000 plus the Available Amount, (iii) no Default or Event of Default shall have occurred and be continuing before and after giving effect to such Restricted Payments and (iv) after giving effect to the consummation of such Restricted Payment, the Borrower shall be in pro forma compliance with the covenants in Section 7.1. (b) (i) Non-Guarantor Subsidiaries of the Borrower that are Domestic Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries that are Domestic Subsidiaries and (ii) Non-Guarantor Subsidiaries of the Borrower that are Foreign Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries; (c) the Borrower may make Restricted Payments to Holdings to permit Holdings to pay (i) any taxes (at the then applicable rate) which are due and payable by Holdings (or any of the direct or indirect equity holders of Holdings) and the Borrower and their applicable Subsidiaries to the extent such taxes are attributable to the Borrower or the Restricted Payment made pursuant Subsidiaries, (ii) ordinary course corporate operating expenses and customary corporate indemnities owing to this subsection directors of Holdings, the Borrower or the Restricted Subsidiaries or their respective Affiliates in the ordinary course of business in an aggregate amount not to exceed $500,000 for any fiscal year, and (a), iii) fees and expenses to the extent permitted under clause (i) of the second sentence of Section 7.9; (d) so long as (i) no Default or Event of Default shall have occurred or and be continuing immediately before and after giving effect to such Restricted Payments and (ii) after giving effect to the consummation of such Restricted Payment, the Borrower shall be in pro forma compliance with the Incurrence Testcovenants in Section 7.1 (calculated as of the last day of the fiscal quarter immediately preceding the fiscal quarter in which such Restricted Payment is consummated for which financial statements have been delivered pursuant to Section 6.1, as demonstrated by a Pro Forma Compliance Certificate delivered giving pro forma effect to such Restricted Payment), the Administrative Agent; Borrower may (bx) make Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary Holdings to the Borrower or permit Holdings to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the purchase its Capital Stock from present or former officers, consultants, directors or employees (and their spouses, former spouses, heirs, estates and assigns) of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLPHoldings, the Borrower or any of the Restricted Subsidiary solely Subsidiaries upon the death, disability, engaging in interests competitive activity or termination of employment of such officer, director, consultant or employee or pursuant to any of its Capital Stock other than Disqualified Capital Stock; (e) repurchasesequity subscription, redemptions shareholder, employment or other acquisitions or retirements for value of agreement, (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retirey) any purchase Capital Stock of the MLPBorrower from present or former officers, consultants, directors or employees (and their spouses, former spouses, heirs, estates and assigns) of Holdings, the Borrower or any of the Restricted Subsidiaries upon the death, disability, engaging in competitive activity or termination of employment of such officer, director, consultant or employee to the extent permitted by clause (ii) of Section 7.16(c) and (z) make any other Restricted Payments; provided that the aggregate amount of Restricted Payments under this clause (d) shall not exceed the sum of (A) $25,000,000 plus (B) with respect to payments under clauses (x) or (y) above, the proceeds of any key-man life insurance with respect to any such employee paid to the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(eplus (C) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both immediately before and immediately after giving effect to any such Restricted Payment made pursuant to this subsection (e)Payment, (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower Senior Secured Net Leverage Ratio shall be in compliance with less than 4.75:1.00, the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1Available Amount; and (he) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of Holdings to pay cash in lieu of the issuance of fractional shares upon the exercise of options orin connection with any dividend, warrants split or rights combination thereof or upon the conversion or exchange of or into Capital Stock of the MLPany Permitted Acquisition, in each case, otherwise permitted hereunder.

Restricted Payments. (a) The MLP Borrower shall not and the Borrower will not, and will shall not permit any of their the Restricted Subsidiaries to, to declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that: (a) Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to and each Restricted Subsidiary may declare and pay dividends or other distributions payable solely in the MLPcommon partnership interests, and common stock, or other common equity interests of the Borrower or such Restricted Subsidiary, provided that Borrower’s interest in such Restricted Subsidiary is not diminished thereby (other than Disqualified Interests); (ii) any each Subsidiary may make Restricted Subsidiary Payments to the Borrower and to wholly-owned Restricted Subsidiaries that are Guarantors (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any such Subsidiary and also to each other owner of capital stock or to another other Equity Interests of the payor Subsidy on a pro rata basis based on their relative ownership interests); (iii) the Borrower and each Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchaseGuarantor may purchase, redeem or otherwise acquire shares of its common stock or retireother common equity interests or warrants or options to acquire any such shares with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common equity interests (other than Disqualified Interests); and (iv) any Capital Stock the Borrower and each Restricted Subsidiary may declare and make Restricted Payments in addition to those listed above if, both before and after the declaration and the making thereof, all of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary following conditions are satisfied: (A) The representations and warranties of the Borrower or, to and the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower General Partner contained in Article V or any other Loan PartyDocument, or which are contained in any employee document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount date of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directorsRestricted Payment, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only except to the extent that such payments are permitted representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 7.09, the representations and warranties contained in subsections (a) and 068800 000057 DALLAS 1872243.4 (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to the applicable subordination agreement clauses (a) and payments (b), respectively, of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLP6.01.

Restricted Payments. The MLP and the Borrower will shall not, and will shall not cause or permit any of their Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any make a Restricted Payment, except: (a) Restricted Payments by the MLP up repurchase of Equity Interests deemed to occur upon the exercise of stock or other equity options to the amount extent such Equity Interests represent a portion of Available Cash; provided that both before the exercise price of those stock or other equity options and after giving effect any repurchase or other acquisition of Equity Interests made in lieu of withholding taxes in connection with any exercise or exchange of stock options, warrants, incentives or other rights to any Restricted Payment made pursuant to this subsection (a), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agentacquire Equity Interests; (b) payments of cash, dividends, distributions, advances or other Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or, or warrants or rights or upon (ii) the conversion or exchange of or into Capital Stock Equity Interests of any such Person; (c) payments to dissenting stockholders of the MLPBorrower not to exceed $5,000,000 in the aggregate made (i) pursuant to applicable law or (ii) 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 in connection with a transaction not prohibited by this Agreement; (d) so long as no Potential Default or Event of Default shall have occurred and be continuing or shall result therefrom, Restricted Payments; provided that after giving effect thereto and any incurrence of Indebtedness in connection therewith, (x) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenants and (y) Availability would equal not less than 10% of the Commitments; (e) any repurchase of outstanding Equity Interests of the Borrower in exchange for Equity Interests (other than Disqualified Stock) of the Borrower; (f) prepayment of any Subordinated Obligations with Refinancing Indebtedness thereof; and (g) repurchases of Subordinated Obligations of the Borrower or any Guarantor at a purchase price not greater than 100% of the principal amount of such Subordinated Obligations in the event of an asset disposition, in each case plus accrued and unpaid interest thereon, to the extent required by the terms of such Subordinated Obligations, but only if the Borrower has complied with and fully satisfied its obligations in accordance with Section 8.2.7 [Dispositions].

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, exceptexcept that: (a) each Subsidiary of a Loan Party may make Restricted Payments by to its direct equity holders, and any Non-Guarantor Subsidiary may make Restricted Payments to another Non-Guarantor Subsidiary; (b) the MLP up Loan Parties and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the stock or other Equity Interests of such Person; (c) to the extent actually used by Holdings to pay such taxes, costs and expenses, the Loan Parties and their Subsidiaries may make Restricted Payments to or on behalf of Holdings in an amount necessary to pay Permitted Holdings Expenses; (d) so long as no Specified Default has occurred or is continuing or would result after giving effect thereto on a pro forma basis, payments to Holdings to permit Holdings (or its direct parent company), and the subsequent use of Available Cashsuch payments by Holdings (or its direct parent company), to repurchase or redeem Qualified Capital Stock of Holdings (or its direct parent company) held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of Holdings or any Subsidiary thereof, upon their death, disability, retirement, severance or termination of employment or service; provided that both before the aggregate cash consideration paid for all such redemptions and after giving effect to payments shall not exceed $5.0 million; (e) Permitted Tax Distributions (excluding any Restricted Payment made pursuant to this amounts distributable under subsection (ac)) to Holdings, so long as Holdings uses such distributions to pay its taxes (or distributes such amounts to Holdings and Holdings uses such amounts to pay its taxes); (f) so long as no Specified Default has occurred, is continuing or would result therefrom, Restricted Payments from any Loan Party or any Subsidiary to Holdings to the extent actually used by Holdings to (i) pay interest payments when due in respect of (A) Certain Holdings Indebtedness or any Indebtedness incurred by Holdings to refinance such Certain Holdings Indebtedness and (B) any Indebtedness incurred by Holdings to refinance the Loans, and (ii) pay obligations owing in respect of any Specified Holdings Indebtedness or renewals and extensions thereof; and (g) so long as no Default or Event of Default shall have has occurred and is continuing, the repayment of intercompany Indebtedness owed to Holdings with, or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated distribution or loan to Holdings by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary Loan Party of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable amounts received by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to organized in Hong Kong from the extent such Capital Stock was issued as compensation for services rendered affiliated Non-Loan Party organized in Spain constituting the repayment of intercompany Indebtedness outstanding on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements)Closing Date; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment such amounts are applied first to the Obligationsoutstanding balance owed under the Delaware Note, but only if any, to reduce the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of Delaware Note on a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPdollar for dollar basis.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, exceptexcept that: (a) each Subsidiary may make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower and its Subsidiaries may make non-cash 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 and its Subsidiaries or in connection with the Demandware Acquisition or a Permitted Acquisition involving the issuance of Equity Interests of the Borrower to its employees or other eligible service providers outside of a stock option or benefit plan that are subject to vesting and forfeiture conditions; (c) the Borrower may distribute rights pursuant to a stockholder rights plan or redeem such rights, provided that such redemption is in accordance with the terms of such stockholder rights plan; (d) each Loan Party and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person; (e) the Borrower may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issuance of its Equity Interests (other than Disqualified Stock); (f) the Borrower may repurchase or pay cash in lieu of fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities (including Convertible Debt Securities); (g) the Borrower and its Subsidiaries may pay withholding taxes in connection with the retention of Equity Interests pursuant to equity-based compensation plans; (h) the Borrower or any Subsidiary may receive or accept the return to the Borrower or any Subsidiary of Equity Interests of the Borrower or any Subsidiary constituting a portion of the purchase price consideration in settlement of indemnification claims; (i) the Borrower or any Subsidiary may pay cash in lieu of fractional shares in connection with the conversion of any Equity Interests or make cash settlement payments upon the exercise of warrants to purchase its Equity Interests or “net share settle” warrants; (j) the Borrower may make payments or distributions to dissenting stockholders as required by applicable Law; (k) the Borrower may enter into, exercise its rights and perform its obligations under Permitted Call Spread Swap Agreements; (l) the Borrower may make distributions or dividends consisting of products and/or services or other assets of the Borrower, either directly or through distributions or dividends consisting of all or a portion of the Equity Interests of Subsidiaries (other than Material Subsidiaries), that the Borrower has reasonably determined, in good faith, are not material to the operations or financial condition of the Borrower and its Subsidiaries taken as a whole, the fair market value (as reasonably determined by the MLP up 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 amount aggregate taken together with (but without duplication of) all Dispositions made in reliance on clause (l) of Available Cash; provided that both before the definition of “Permitted Transfers” in such fiscal year; (m) so long as no Default exists immediately prior and after giving effect thereto, the Borrower may make other Restricted Payments in an aggregate amount during any fiscal year of the Borrower not to exceed $65,000,000; and (n) the Borrower and its Subsidiaries may make any other Restricted Payment so long as, prior to making such Restricted Payment and after giving effect thereto (and to any Restricted Payment made pursuant to this subsection (aIndebtedness incurred in connection therewith), (i) no Default or Event of Default shall have has occurred or be continuing and is continuing, (ii) the Consolidated Leverage Ratio, calculated on a Pro Forma Basis as of the most recent fiscal quarter end for which the Borrower shall be was required to deliver financial statements pursuant to Section 8.01(a) or (b), is less than or equal to 3.00 to 1.00, and (iii) the Loan Parties are otherwise in compliance with the Incurrence Testfinancial covenants set forth in Section 9.10, as demonstrated by calculated on a Pro Forma Compliance Certificate delivered to Basis as of the Administrative Agent; (b) Restricted Payments made by (i) most recent fiscal quarter end for which the Borrower was required to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid deliver financial statements pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection 8.01(a) or (fb), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLP.

Restricted Payments. The MLP and the Borrower will not, and nor will not it permit any of their Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (a) Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to make any Restricted Payment made pursuant to this subsection (a), other than dividends payable in its own capital stock) except that, 6.10.1 Any Subsidiary may declare and pay dividends or make distributions (i) no Default payable solely in its capital stock to the direct or Event indirect holders of Default shall have occurred its capital stock or be continuing and (ii) the Borrower shall be payable in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, dividends and (ii) any Restricted Subsidiary distributions to the Borrower or to another Restricted a Subsidiary that is a wholly-owned Guarantor (and if such Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, has shareholders other than the Borrower or any a Subsidiary that is a Guarantor, to its shareholders on a pro rata basis). 6.10.2 The Borrower may make Restricted Subsidiary Payments pursuant to stock incentive or award plans approved by its stockholders. 6.10.3 The Borrower may declare and pay dividends with respect to its capital stock payable solely in interests of any additional shares of its Capital Stock other than Disqualified Capital Stock; capital stock (e) repurchasesor warrants, redemptions options, or other acquisitions rights to acquire additional shares of its capital stock). 6.10.4 The Borrower and its Subsidiaries may make repurchases of capital stock deemed to occur upon exercise of stock options if such capital stock represents a portion of the exercise price of such options, and repurchases of capital stock of Subsidiaries consisting of directors’ qualifying shares or retirements for value repurchases of (or Restricted Payment shares issued to third parties to the MLP extent necessary to permit satisfy any licensing requirements under applicable law with respect to the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower Borrower’s or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Subsidiaries’ businesses. 6.10.5 The Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash payments in lieu of the issuance of fractional shares upon in connection with the exercise of warrants, options or, warrants or rights other securities convertible into or upon the conversion or exchange of or into Capital Stock exchangeable for capital stock of the MLPBorrower; provided, however, that any such cash payment shall not be for the purpose of evading the limitations of this Section 6.10. 6.10.6 [Reserved.] 6.10.7 The Borrower and its Subsidiaries may make any purchase, repurchase, redemption, retirement or other acquisition for value of shares of, or options to purchase shares of, capital stock of the Borrower or any of its Subsidiaries from employees, former employees, directors or former directors of the Borrower or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such capital stock; provided, however, that the aggregate amount of such purchases, repurchases, redemptions, retirements and other acquisitions for value will not exceed $10,000,000 in the aggregate. 6.10.8 The Borrower and its Subsidiaries may make any Restricted Payment to the extent not otherwise permitted under this Section 6.10 so long as at the time of such Restricted Payment the aggregate amount of such additional Restricted Payment together with all other outstanding Restricted Payments pursuant to this Section 6.10.8 does not exceed $5,000,000. 6.10.9 Any Restricted Payment may be made by or to a Rabbi Trust or Rabbi Trust Subsidiary. 6.10.10 So long as no Event of Default or Unmatured Event of Default exists at the time thereof or would result therefrom (after giving pro forma effect thereto), the Borrower may declare and pay cash dividends on its capital stock, repurchase and otherwise acquire its capital stock and make any other Restricted Payment.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, Pay or declare or make, or agree enter into any agreement to pay or make, directly or indirectly, otherwise become obligated to make any Restricted Payment, exceptother than: (a) Restricted Payments by dividends or distributions payable to a Credit Party solely in additional Equity Interests of a Credit Party; provided, that such Equity Interests (other than Equity Interests of the MLP up Borrower) are pledged to the amount Administrative Agent (for the benefit of Available Cash; provided that both before and after giving effect the Secured Parties) as additional Pledged Securities; (b) cash dividends or distributions to any Restricted Payment made pursuant to this subsection a Credit Party; (a), (ic) so long as no Default or Event of Default shall have occurred or and be continuing continuing, payments of Permitted Distributions and (ii) Permitted Tax Distributions; provided, that in the case of Permitted Tax Distributions the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered provide to the Administrative Agent; Agent at least five (5) Business Days prior to making an associated Permitted Tax Distribution a certificate showing the calculation of such Permitted Tax Distribution, including a reasonably detailed statement of the amounts described in paragraph (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners definition of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary“Permitted Tax Distributions”; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued so long as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred and be continuing, dividends or be continuing and distributions payable to a third party on account of its Equity Interest in a non-wholly owned Subsidiary of a Credit Party or its interest in a Co-Financing Joint Venture Entity, provided the applicable Credit Party receives its corresponding pro rata share of such dividend or distribution; (iie) payments not to exceed $3,600,000 in respect of “Unit Appreciation Rights” made pursuant to Section 2.6 of the Borrower shall be in compliance with the Incurrence TestPurchase Agreement; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) so long as no Default or Event of Default shall have occurred or and be continuing and (ii) continuing, to the Borrower shall be Sellers on the Closing Date, up to $5,000,000 for the payment of Sellers’ tax obligations in compliance with respect of their ownership of the Incurrence TestBorrower; (g) any payments so long as no default or Event of principal Default shall have occurred and interest with respect be continuing, distributions in the amount of the Bonus Amount (as defined in the Purchase Agreement), not to Indebtedness subordinated exceed $7,500,000 in right of payment to the Obligationsaggregate, but only to if and when the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted Bonus Amount is payable pursuant to Section 7.1; and2.2(e) of the Purchase Agreement; (h) distributions in an amount not to exceed $5,000,000 to be used to pay, on or after the MLPClosing Date, LGEC’s (or any Subsidiary of LGEC that is not a Credit Party) invoiced, out-of-pocket expenses in connection with the Borrower and Acquisition; provided, that the Restricted Subsidiaries may make Restricted Payments Administrative Agent shall have received a copy of each such invoice prior to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPany such distribution.

Restricted Payments. The MLP and the Borrower will Company shall not, and will not nor shall it permit any of their Restricted its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, exceptPayments; provided that the following Restricted Payments shall be permitted so long as no Default or Event of Default has occurred and is continuing or would occur or result from such Restricted Payments: (a) Restricted Payments by payable solely in shares of Company’s Qualified Stock (or the MLP up equivalent thereof) or any option, warrant or other right to the amount of Available Cash; provided that both before and after giving effect to acquire any Restricted Payment made pursuant to this subsection (a), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agentsuch Qualified Stock; (b) Restricted Payments made by (i) the Borrower each Subsidiary may make Restricted Payments to the MLPCompany and to any other Subsidiaries that are not Excluded Subsidiaries (and, in the case of a payment by a non-wholly owned Subsidiary, to the Company or any such other Subsidiaries that are not Excluded Subsidiaries) and to each other owner of Stock of such Subsidiary (that is not an Excluded Subsidiary) ratably according to their relative ownership interests of the relevant class of Stock or as otherwise required by the applicable Organizational Documents) and (ii) any Excluded Subsidiary may make Restricted Subsidiary Payments to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrowerany other Excluded Subsidiary; (c) repurchases of Qualified Stock deemed to occur upon the exercise of stock options or warrants if such repurchased Qualified Stock represents a portion of the exercise price of such options or warrants pursuant to a “cashless exercise” or similar feature; (d) the Company or any Subsidiary may receive or accept the return to the Company or any Subsidiary of Stock of the Company constituting a portion of the purchase price consideration in settlement of indemnification claims in connection with a Permitted Acquisition; (e) Restricted Payments constituting cash payments made in lieu of issuance of fractional shares made (i) to redeem, purchase, repurchase, or retire its obligations under any warrants issued by the Company or any of its Subsidiaries in accordance with the terms thereof and (ii) upon the conversion of the 2028 Notes or any Permitted Refinancing of the 2028 Notes; (f) purchases, redemptions, retirements or other acquisitions of Qualified Stock (i) held by current or former directors, officers, employee or consultants (or their transferees, estates or beneficiaries under their estates) of the Note Parties and any Subsidiaries in an aggregate amount not to exceed, in any fiscal year, $2,500,000, with unused amounts in any fiscal year (the “Unused A Amounts”) being carried over solely to the immediately succeeding fiscal year, and the Unused A Amounts shall be deemed to be available and used solely after the use in full of the amount available to be used for such immediately succeeding fiscal year without the inclusion of the Unused A Amounts; (g) Restricted Payments in an aggregate amount not to exceed, in any fiscal year $2,500,000, with unused amounts in any fiscal year (the “Unused B Amounts”) being carried over solely to the immediately succeeding fiscal year, and the Unused B Amounts shall be deemed to be available and used solely after the use in full of the amount available to be used for such immediately succeeding fiscal year without the inclusion of the Unused B Amounts; (h) the Company’s purchase, redemption, retirement or other acquisition of its Stock with the proceeds received from a substantially concurrent issue of new shares of its Qualified Stock or from cash proceeds received solely from the settlement of Permitted Equity Derivatives; and (i) Restricted Payments made by any Restricted Subsidiary pursuant to any Restructuring Transaction. Except as otherwise provided in Section 8(f) or Section 8(h) of each Exchange Agreement, and subject to Section 14.02(n) of this Indenture, neither (w) the owners issuance of new shares of the Capital Stock Company’s Qualified Stock, or the application of such Restricted Subsidiarycash proceeds received from a Permitted Refinancing of the 2028 Notes or the settlement of Permitted Equity Derivatives, pro rata based on to consummate the ownership conversion, exercise, repurchase, redemption, settlement, unwinding or early termination or cancellation of Capital Stock of such Restricted Subsidiary; (dwhether in whole or in part and including by netting or set-off) Restricted Payments payable by the MLP, the Borrower 2028 Notes or any Restricted Subsidiary solely Permitted Refinancing thereof (in interests of any of its Capital Stock other than Disqualified Capital Stock; each case, (eA) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf not prohibited by the terms of the MLP2028 Notes, any Permitted Refinancing thereof or any Permitted Equity Derivatives, as applicable and (B) upon the Borrower 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 Loan PartyNote Document. For the purposes of this paragraph, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock 2028 Notes includes any refinancing of the MLP2028 Notes in accordance with the Permitted Secured Debt definition.

Restricted Payments. The MLP Each of the Parent and the Borrower will Company covenants that it shall not, and will shall not permit any of their Restricted Subsidiaries Subsidiary to, declare make any distribution to any holders of its Capital Securities, purchase or makeredeem any of its Capital Securities, pay any management fees or agree similar fees or expenses to pay any of its equityholders or makeany Affiliate thereof, directly make any redemption, prepayment, defeasance, repurchase or indirectly, any Restricted Payment, exceptother payment in respect of any Intercompany Subordinated Debt or set aside funds for any of the foregoing. Notwithstanding the foregoing: (a) Restricted Payments the Company may reimburse Parent for out-of-pocket costs and expenses incurred by Parent on behalf of or for the MLP up benefit of the Company, and for fees charged by Parent to the Company, in an aggregate amount not to exceed $4,000,000 during any fiscal year; (b) subject to the Intercompany Subordination Agreement, the Company may make payments in kind of scheduled interest on the Intercompany Subordinated Note at the non-default rate of interest set forth in the Intercompany Subordinated Note; (c) any Subsidiary may pay dividends or make other distributions to the Company or to a Domestic Subsidiary that is a Wholly-Owned Subsidiary and a Guarantor; (d) so long as the Company files a consolidated income tax return with Parent, the Company may make distributions to Parent to permit Parent to pay federal and state income taxes then due and owing; provided that the amount of Available Cash; provided that both before such distribution shall not be greater, nor the receipt by the Company of tax benefits less, than they would have been had the Company not filed a consolidated return with Parent; (e) the Company may make, and after giving effect the Parent may distribute to any Restricted Payment made pursuant its shareholders, the Permitted Parent Dividends and other cash distributions to this subsection (a), Parent from time to time so long as (i) no Default or Event of Default shall have has occurred and is continuing on the date of any such distribution or be continuing and would result therefrom, (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant such distribution (and any Debt incurred to this subsection (efund such distribution), (i) no Default or Event the Parent is in compliance on a pro forma basis with the financial covenants set forth in paragraph 6A as of Default shall have occurred or be continuing the last day of the most recent fiscal quarter for which an Officer’s Certificate of the Parent has been delivered in accordance with paragraph 5A, and (iiiii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment such distribution, the aggregate amount of all such distributions made pursuant to this subsection (f), (i) no Default or Event following the date of Default closing shall have occurred or be continuing and (ii) not exceed Cumulative Available Excess Cash Flow as of the Borrower shall be in compliance with the Incurrence Test; (g) any payments date of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1distribution; and (hf) the MLP, Parent may satisfy its obligations in connection with the Borrower Warrants and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPUnderwriting Agreement.

Restricted Payments. The MLP and Neither the Company nor the Borrower will notshall, and will shall not permit any of their Restricted respective Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, except: (a) however, that the Company, the Borrower and their respective Subsidiaries may declare and make the following Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) so long as no Default or Event of Default shall have occurred would result therefrom: (a) the Borrower may pay cash dividends to the QRS Subsidiary and other holders of partnership interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the QRS Subsidiary and the Company to distribute, and the QRS Subsidiary and the Company may so distribute, cash dividends to its shareholders in an aggregate amount not to exceed the greater of (i) the amount required to be distributed for the Company to remain in compliance with Section 3.14 or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent95.0% of Funds From Operation; (b) Restricted Payments made by (i) the Borrower may pay cash dividends to the QRS Subsidiary and other holders of partnership interests in the Borrower to the MLPextent necessary to permit the QRS Subsidiary and the Company to make, and (ii) any Restricted the QRS Subsidiary and the Company may make, cash distributions to its shareholders of capital gains resulting from gains from certain asset sales to the Borrower or extent necessary to another Restricted Subsidiary that is a wholly-owned Subsidiary avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and 4981 of the BorrowerInternal Revenue Code; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLPCompany, the Borrower or any Subsidiary of the Company or the Borrower or, may acquire the Equity Interests of a Subsidiary that is not a wholly owned Subsidiary to the extent otherwise permitted herein; (d) a Subsidiary that is not a wholly owned Subsidiary may make cash distributions to holders of Equity Interests issued by such Capital Stock was issued as compensation for services rendered on behalf of the MLP, Subsidiary; (e) Subsidiaries may pay Restricted Payments to the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence TestSubsidiary; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be may redeem or repurchase its exchangeable senior notes issued under that certain Indenture Agreement dated as of October 24, 2006, as in compliance with effect on the Incurrence Testdate hereof; (g) any payments the Company may acquire limited partnership interests in the Borrower in exchange for cash or common stock of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1Company; and (h) the MLPCompany or the Borrower may make open market purchases of the issued and outstanding common stock of the Company or the limited partnership interests in the Borrower (and the Borrower may make distributions to the Company for the purpose of making the purchases permitted by this clause). Notwithstanding the foregoing, but subject to the following sentence, if a Default or Event of Default exists, the Borrower may only declare and make cash distributions to the QRS Subsidiary and other holders of partnership interests in the Borrower with respect to any fiscal year to the extent necessary for the QRS Subsidiary and the Restricted Subsidiaries Company to distribute, and the QRS Subsidiary and the Company may so distribute, an aggregate amount not to exceed the minimum amount necessary for the Company to remain in compliance with Section 3.14. If a Default or Event of Default specified in Article VII clauses (a), (b), (h) or (i) shall exist, or if as a result of the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Article VII, neither the Company nor the Borrower shall, and shall not permit any Subsidiary to, make any Restricted Payments to allow any Person other than to the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPBorrower.

Restricted Payments. The MLP and the Borrower Parent will not, and will not permit any of their its Restricted Subsidiaries to, declare or make, or agree to pay or makemake (unless such agreement is contingent upon such Restricted Payment not being prohibited by this Agreement), directly or indirectly, any Restricted Payment, except: (a) Parent may declare and pay dividends or make other Restricted Payments by the MLP up with respect to the amount its Equity Interests payable solely in additional Equity Interests of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection Parent (aother than Disqualified Equity Interests), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Parent and any Restricted Payments made by Subsidiaries may repurchase (i) Equity Interests upon the Borrower to exercise of Equity Equivalents if such Equity Interests represent a portion of the MLP, exercise price of such Equity Equivalents and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by Equity Interests from any current or former officer, director, consultant, employee or employee of consultant to comply with Tax withholding obligations relating to Taxes payable by such person upon the MLP, the Borrower grant or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount award of such purchases Equity Interests (or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangementsupon vesting thereof); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (fc) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before Parent and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash payments in lieu of the issuance of fractional shares in connection with the exercise or conversion of Equity Equivalents; (d) Any Restricted Subsidiary may declare and pay dividends or make other distributions to the holders of its Equity Interests; provided that in the case of a dividend or other distribution by a non-Wholly Owned Restricted Subsidiary, such dividends or distributions shall be made ratably with respect to their Equity Interests; (e) Parent and any Restricted Subsidiaries may make Restricted Payments pursuant to and in accordance with stock incentive plans or other employee benefit plans for directors, officers or employees of Parent and its Subsidiaries; (f) so long as no Default or Event of Default has occurred and is continuing or would arise after giving effect (including pro forma effect) thereto, Parent and any Restricted Subsidiaries may purchase Equity Interests from present or former officers, directors or employees of Parent or any Subsidiary upon the death, disability, retirement or termination of employment or service of such officer, director or employee, in an aggregate amount not exceeding $10,000,000 in any fiscal year of Parent; (g) Parent or any Restricted Subsidiary may purchase any call option (or similar instrument) to purchase Equity Interests (other than Disqualified Capital Stock) of Parent permitted under Section 7.04(m) and exercise of options or, warrants any call or similar rights or upon thereunder; provided that after giving effect to the conversion or exchange of or into Capital Stock issuance of the MLPconvertible or exchangeable debt securities referred to in Section 7.04(m), (x) the Total Leverage Ratio shall be less than or equal to 3.0 to 1.0 and (y) the Secured Leverage Ratio shall be less than or equal to 2.25 to 1.0, in each case as of the end of the most recently completed Test Period and on a pro forma basis in accordance with Section 1.03(c); (h) the payment of any dividend or distribution, or the consummation of any irrevocable redemption, within 60 days after the date of declaration of the dividend or distribution or giving of the redemption notice, as the case may be, if at such date of declaration or redemption notice such dividend, distribution or redemption, as the case may be, would have complied with this Section 7.06; (i) so long as no Default or Event of Default has occurred and is continuing or would arise after giving effect (including pro form effect) thereto, Parent and its Restricted Subsidiaries may make Restricted Payments; provided however to the extent, after giving effect (including pro forma effect) to any such Restricted Payments, the Total Leverage Ratio is in excess of 2:00:1.00, the aggregate amount of such Restricted Payments shall not exceed the sum of (i) $100,000,000 and (ii) if the Available Amount Conditions have been met, the Available Amount; (j) other Restricted Payments of Parent and its Restricted Subsidiaries in an aggregate amount not to exceed $30,000,000 during the term of this Agreement; and (k) Parent and its Restricted Subsidiaries may purchase theany remaining outstanding Equity Interests (and any Equity Equivalents) of any Subsidiary acquired in an Investment made in compliance with Section 7.04 that iswas structured as a tender offer followed by a back-end mergerpursuant to which not less than a majority of such Subsidiary’s Equity Interests was acquired.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, Make any Restricted Payment, except: Payments except for (a) Restricted Payments such to be used to pay director fees and expenses and overhead of Parent Holdco or Topco directly attributable to its direct or indirect ownership of Borrower and its Subsidiaries, (b) dividends and distributions by Subsidiaries of a Loan Party paid to such Loan Party (other than Parent Holdco); provided, that dividends and distributions by a non-wholly owned Subsidiary of a Loan Party shall only be made with the MLP up prior written consent of Agent if any Person other than a Loan Party would be entitled to receive any portion of such dividend or distribution, (c) tax distributions to allow Parent Holdco or Topco to pay franchise and other Taxes owed by either of them, but excluding any Taxes payable with respect to any Person that is not a Loan Party or Subsidiary thereof (other than Topco, solely as a member of the amount consolidated tax group including Borrower and its Subsidiaries) as well as the consolidated, combined, unitary or other group taxes owed by Topco and its Subsidiaries, (d) the purchase, redemption or other retirement of Available Cash; any common or preferred Equity Interests, or of any options to purchase or acquire any such shares of common or preferred Equity Interests of such Loan Party or Topco other than (provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) no Default or Event of Default shall have has occurred and is continuing or be continuing and would arise as a result of such Restricted Payment, (ii) after giving effect to such Restricted Payment, the Borrower shall be Loan Parties and their Subsidiaries are in compliance on a pro forma basis with the Incurrence Testfinancial covenants set forth in Section 6.5, as demonstrated by a Pro Forma Compliance Certificate recomputed for the most recent fiscal quarter for which financial statements have been delivered to Agent and Lenders pursuant to the Administrative Agent; terms of this Agreement, (biii) the aggregate Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; permitted under this clause (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (2,500,000 during the term of this Agreement plus the amount of any net cash proceeds received by the MLP or the Borrower during such calendar year from sales additional issuances of Capital Stock of the MLP Equity Interests to directors, consultantsother employees, officers or employees of the MLPdirectors, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that (iv) both before and after giving effect to such Restricted Payment, no Covenant Compliance Period (as defined in the PNC Credit Agreement) shall then be in effect) from employees, officers, directors and consultants, (e) (i) [reserved] and (ii) any other earnout or other similar deferred purchase price payment obligations incurred pursuant to a Permitted Acquisition (provided that (w) the earnout or other similar deferred purchase price payment obligations with respect to which such Restricted Payment described in clause (e)(ii) above is made pursuant to this subsection (e)are unsecured, (ix) no Default or Event of Default shall have has occurred and is continuing or be continuing and would arise as a result of such Restricted Payment, (iiy) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any such Restricted Payment made Payment, the Loan Parties and their Subsidiaries are in compliance on a pro forma basis with the financial covenants set forth in Section 6.5, recomputed for the most recent fiscal quarter for which financial statements have been delivered to Agent and Lenders pursuant to the terms of this subsection Agreement, and (fz) the aggregate Restricted Payments permitted under this subclause (ii) shall not exceed $2,000,000 during any fiscal year), (if) no Default or Event any other Restricted Payment otherwise expressly permitted by the terms of Default shall have occurred or be continuing this Agreement and (ii) the Borrower shall be in compliance with the Incurrence Test; PNC Credit Agreement and (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPRestatement Effective Date Dividend.

Restricted Payments. The MLP and the Such Borrower will not, and will not permit any of their Restricted its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (a) Restricted Payments by the MLP up to the amount except as long as no Event of Available Cash; provided that both before Default has occurred and after giving effect to any Restricted Payment made pursuant to this subsection (a)is continuing or would result therefrom, (i) no Default WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (ii) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (iii) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (iv) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement and (v) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program; provided, that even if an Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e)continuing, (iA) no Default or Event each of Default shall have occurred or be continuing NWP and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before TGPL and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted their respective Subsidiaries may make Restricted Payments to allow WPZ and its Subsidiaries so long as, with respect to any such Borrower or its respective Subsidiaries, there is no Credit Exposure of any Lender with respect to such Borrower, and (B) no Subsidiary of any Borrower shall be prohibited from upstreaming dividends or other payments to such Borrower or any Subsidiary of such Borrower or making, in the payment case of cash any Subsidiary of such Borrower that is not wholly-owned (directly or indirectly) by such Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in lieu such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by a Borrower to such Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the issuance amount of fractional shares upon the exercise all such dividends and payments made to all owners of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPEquity Interests in such Subsidiary.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare or make, or agree to pay or makeMake, directly or indirectly, any Restricted Payment, exceptor incur any obligation (including contingent obligations to the extent the satisfaction of the contingencies is solely under the control of the Borrower or any of its Subsidiaries) to do so, except that: (a) each Loan Party may declare and make Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any other Loan Party, and each Subsidiary that is not a Loan Party may declare and make Restricted Payment made pursuant Payments to any other Subsidiary that is not a Loan Party; (b) the Borrower and each Subsidiary may declare and make dividend payments or other Restricted Payments payable solely in Equity Interests (other than Disqualified Equity Interests) of such Person; (c) the Borrower and any Subsidiary may make cash dividends, distributions or other Restricted Payments paid on the Equity Interests of the Borrower or such Subsidiary; provided, for the purpose of this subsection clause (a), c) that (ix) no Default or Event of Default shall have has occurred and is continuing at the time such dividend, distribution or be continuing other Restricted Payment is declared or paid and (iiy) with respect to distributions by the Borrower Borrower, the Loan Parties shall be in compliance with the Incurrence Test, as demonstrated by at such time on a Pro Forma Compliance Certificate delivered to Basis with the Administrative Agentfinancial covenants set forth in Section 8.11; (bd) Restricted Payments made by the Borrower may make Permitted Tax Distributions; (e) (i) (x) Wyoming may make a one-time Restricted Payment to Wyoming Co. of $11,500,000 and (y) Wyoming Co. may make a Restricted Payment of all or a portion of the proceeds of such Wyoming Co. Dividend to its equityholders (which proceeds may subsequently be paid or transferred pursuant to Restricted Payments by such equityholders (and each successive holder thereabove) until a Restricted Payment of such proceeds are made to Persons who hold Equity Interests in the Borrower to or Wyoming Co.) (collectively, the MLP“Wyoming Co. Dividend”), and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is (w) Wyoming may make a whollyone-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or time Restricted Payment to the MLP to permit the MLP to repurchaseits equityholders of $91,500,000 on or before July 23, redeem or otherwise acquire or retire2013, (x) any Capital Stock of the MLP, the Borrower may make a Restricted Payment of all or any a portion of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that Special Dividend to OCI Holdings and (y) OCI Holdings may make a Restricted Payment of all or a portion of the aggregate amount proceeds of such purchases Special Dividend to Chemical (which proceeds may subsequently be paid, distributed or redemptions in cash under this Section 7.5(etransferred by Chemical to its direct and/or indirect equityholders) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLPcollectively, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements“Special Dividend”); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test;and (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any the Borrower may make a Restricted Payment made pursuant of the proceeds from the IPO to this subsection (f), (i) no Default or Event the holder of Default shall have occurred or be continuing and (ii) Equity Interests of the Borrower shall (which proceeds may subsequently be paid, distributed or transferred by such holder to its direct and/or indirect equityholders) in compliance with each case made within sixty (60) days after the Incurrence Test; date of the IPO (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLPcollectively, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLP“IPO Distribution”).

Restricted Payments. The MLP and the Borrower will Company shall not, and will not nor shall it permit any of their Restricted its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except: (a) Restricted Payments by the MLP up to the amount of Available CashPayments; provided that both before and after giving effect to any the following Restricted Payment made pursuant to this subsection (a), (i) Payments shall be permitted so long as no Default or Event of Default shall have has occurred and is continuing or be continuing and would occur or result from such Restricted Payments: (a) (i) Restricted Payments payable solely in shares of Company’s Qualified Stock or (ii) the Borrower shall be in compliance with the Incurrence Testany equity or equity-based award, as demonstrated by a Pro Forma Compliance Certificate delivered warrant or other right to the Administrative Agentacquire any such Qualified Stock (and any Restricted Payments pursuant to such awards, warrants, or other rights); (b) Restricted Payments made by (i) the Borrower each Subsidiary may make Restricted Payments to the MLPCompany and to any other Subsidiaries that are not Excluded Subsidiaries (and, in the case of a payment by a non-wholly owned Subsidiary, to the Company or any such other Subsidiaries that are not Excluded Subsidiaries) and to each other owner of Stock of such Subsidiary (that is not an Excluded Subsidiary) ratably according to their relative ownership interests of the relevant class of Stock or as otherwise required by the applicable Organizational Documents and (ii) any Excluded Subsidiary may make Restricted Subsidiary Payments to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrowerany other Excluded Subsidiary; (c) Restricted Payments made by Repurchases, retentions, or other acquisitions of Qualified Stock that occur or are deemed to occur in connection with the vesting, exercise, or settlement of equity or equity-based awards or warrants or other securities convertible into or exchangeable for Qualified Stock if such repurchase, retention, or other acquisition of Qualified Stock represents payment of any Restricted Subsidiary to the owners portion of the Capital Stock exercise price of such Restricted Subsidiaryawards, pro rata based on warrants or securities pursuant to a “cashless exercise” or similar feature or any portion of the ownership of Capital Stock of such Restricted Subsidiaryamount necessary to satisfy tax withholding obligations; (d) Restricted Payments payable by the MLP, the Borrower Company or any Restricted Subsidiary solely may receive or accept the return to the Company or any Subsidiary of Stock of the Company constituting a portion of the purchase price consideration in interests settlement of any of its Capital Stock other than Disqualified Capital Stockindemnification claims in connection with a Permitted Acquisition; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary constituting cash payments made in lieu of the Borrower the proceeds issuance of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Testfractional shares; (f) payment purchases, redemptions, retirements or other acquisitions of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), Qualified Stock (i) no Default held by current or Event former directors, officers, employee or consultants (or their transferees, estates or beneficiaries under their estates) of Default shall have occurred or be continuing the Note Parties and any Subsidiaries in an aggregate amount not to exceed, in any fiscal year, $1,000,000, with unused amounts in any fiscal year (iithe “Unused Amounts”) being carried over solely to the Borrower immediately succeeding fiscal year, and the Unused Amounts shall be deemed to be available and used solely after the use in compliance with full of the Incurrence Testamount available to be used for such immediately succeeding fiscal year without the inclusion of the Unused Amounts; (g) any payments the Company may make Restricted Payments in connection with the retention of principal and interest Equity Interests constituting Qualified Stock in payment of withholding taxes in connection with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1equity-based compensation plans; and (h) the MLPCompany’s purchase, redemption, retirement or other acquisition of its Stock with the Borrower and proceeds received from a substantially concurrent issue of new shares of its Qualified Stock or from cash proceeds received solely from the Restricted Subsidiaries may make Restricted Payments to allow settlement of Permitted Equity Derivatives. Except as otherwise provided in Section 8(g) of the payment Exchange Agreement, none of cash in lieu of (w) the issuance of fractional 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 Derivatives, to consummate the conversion, exercise, repurchase, redemption, settlement, unwinding or early termination or cancellation of (whether in whole or in part and including by netting or set-off) the 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 exercise satisfaction of options orany condition that would permit or require any of the foregoing), warrants or rights or upon (x) the conversion or exchange issuance of or into Capital Stock the performance of obligations under (including any payments of interest) the MLP2025 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 MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare Declare or make, or agree permit any Subsidiary (other than any Subsidiary Outside Company) to pay declare or make, directly or indirectly, any Restricted Payment, exceptor incur, or permit any Subsidiary (other than any Subsidiary Outside Company) to incur, any obligation (contingent or otherwise) to do so, except that: (a) each Subsidiary may declare and make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower may make distributions to the Trust to permit the Trust to satisfy expenses of the Trust that relate to the Borrower and its Subsidiaries; (c) to the extent the Borrower remains a pass-through entity, the Borrower may make distributions to the Trust to permit the Trust to pay federal and state income taxes then due and owing by the MLP up Trust that are attributable to the Trust’s ownership of Equity Interests in the Borrower and the operations of the Borrower and its Subsidiaries, so long as the amount of Available Cash; provided such distributions for the payment of taxes shall not be greater than the amount such taxes would have been had the Borrower not filed consolidated income tax returns with the Trust; (d) the Borrower and the Portfolio Companies may pay Management Fees to the Manager, and reimburse the Manager for its reasonable expenses incurred in connection with its management of the Borrower, pursuant to and in accordance with the terms of the Management Fee Agreement and the other Management Fee Documents, each as in effect on the date hereof (provided, that both before (i) any amounts paid by the Borrower under the Management Fee Agreement shall be net of amounts paid by the Portfolio Companies to the Manager or its Affiliates pursuant to the Management Fee Documents to which the Portfolio Companies are party and (ii) the making and receipt of payments under the Management Fee Documents shall be subject to the provisions of the Management Fee Subordination Agreement); (e) Subsidiaries may pay Integration Services Fees, in each case to the extent that (i) such fees are reasonable and customary based on the applicable acquisition or sale and (ii) such fees have been approved by the board of directors (or equivalent governing body) of the applicable Portfolio Company or Outside Company and by the compensation committee of the Borrower; (f) the Borrower may make Allocation Member Distributions; (g) the Borrower may make Restricted Payments if, after giving effect to thereto and the incurrence of any Restricted Payment made pursuant to this subsection (a)Indebtedness in connection therewith, (i) no Default or Event of Default shall have exists or would result therefrom (and, assuming any such incurrence of Indebtedness in connection therewith had occurred or on the first day of the then most recently ended twelve-month period of the Borrower for which a Compliance Certificate has been delivered hereunder, the Borrower would be continuing in compliance with Section 7.11(a) on a Pro Forma Basis), and (ii) either (A) the sum of (x) all cash and Cash Equivalents of the Borrower on deposit in an account that is with the Administrative Agent or is subject to a Qualifying Control Agreement plus (y) Unused Borrowing Availability is not less than $25,000,000, or (B) the Consolidated Fixed Charge Coverage Ratio for the twelve-month period for which financial statements have been most recently delivered in accordance with this Agreement, calculated on a Pro Forma Basis giving effect to any such Restricted Payment by the Borrower and all other such Restricted Payments by the Borrower during such period as charges in the denominator of the Consolidated Fixed Charge Coverage Ratio, is greater than 1.00 to 1.00; (h) each Portfolio Company may purchase or redeem shares of its preferred stock from any one or more shareholders: (i) with Intercompany Debt permitted hereunder if, after giving effect thereto and the incurrence of any Indebtedness in connection therewith, (A) no Event of Default exists or would result therefrom, (B) the Consolidated Total Leverage Ratio as of the last day of the most recently ended twelve-month period for which financial statements have been delivered hereunder (calculated on a Pro Forma Basis assuming any such incurrence of Indebtedness in connection therewith had occurred on the first day of such period) is less than 2.00 to 1.00, and (C) the sum of (x) all cash and Cash Equivalents of the Borrower on deposit in an account that is with the Administrative Agent or is subject to a Qualifying Control Agreement plus (y) Unused Borrowing Availability is not less than $25,000,000; (ii) [reserved]; and (iii) with proceeds (net of reasonable direct costs incurred in connection therewith, including legal, accounting and investment banking fees, professional fees and expenses, and taxes paid or reasonably estimated by the Borrower to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements)) of a sale or issuance by the Trust of common Equity Interests in the Trust, which proceeds are contributed by the Trust to the Borrower and further contributed by the Borrower to such Portfolio Company and actually used by such Portfolio Company to purchase or redeem shares of its preferred stock substantially concurrently with such sale or issuance and contributions; (i) each Portfolio Company may purchase or redeem shares of its common and/or preferred Equity Interests from any one or more minority shareholders in unlimited amounts, provided that no such purchase or redemption shall be made by a Portfolio Company unless (A) such Portfolio Company is in compliance with the financial covenants under its Intercompany Debt Documents on a pro forma basis after giving effect to such proposed purchase or redemption, (B) no Event of Default exists or would result therefrom and (C) after giving effect to such to such proposed purchase or redemption and the incurrence of any Indebtedness in connection therewith, the Borrower shall be in compliance with the Incurrence Test, as demonstrated by on a Pro Forma Basis with the covenants set forth in Section 7.11 recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative AgentAgent in accordance with the provisions of this Agreement; (bj) Restricted Payments made by to the extent due and payable and permitted under the applicable subordination provisions thereof, the Portfolio Companies may make regularly scheduled payments in respect of Permitted Earn Out Obligations, provided that (i) the Borrower to amount of revolver borrowing availability under the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and Intercompany Debt Documents between the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and applicable Portfolio Company after giving effect to any Restricted Payment made pursuant such payment shall be not less than the product of the Portfolio Company EBITDA of such Portfolio Company for the twelve month period ending on the last day of the month for which a Compliance Certificate has most recently been delivered to the Administrative Agent in accordance with this subsection (e)Agreement times 0.25, (iii) such Portfolio Company is in compliance with the financial covenants under its Intercompany Debt Documents on a pro forma basis after giving effect to such payment, (iii) no Default or Event of Default shall have occurred exists or be continuing would result therefrom and (iiiv) after giving effect to such to such payment, the Borrower shall be in compliance on a Pro Forma Basis with the Incurrence Test; (f) payment covenants set forth in Section 7.11 recomputed for the twelve-month period ending on the last day of management fees permitted the most recently ended month for which a Compliance Certificate has been delivered to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be Administrative Agent in compliance accordance with the Incurrence Test; (g) any payments provisions of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1this Agreement; and (hk) the MLP, the Borrower and the Restricted Subsidiaries each Subsidiary may declare and make Restricted Payments to allow the payment dividend payments or other distributions payable solely in common Equity Interests of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPsuch Person.

Restricted Payments. The MLP and the Borrower will shall not, and will shall not permit any of their Restricted its Material Subsidiaries to, declare declare, pay or make, or agree to pay or make, directly or indirectly, any Restricted Payment, exceptexcept that: (a) Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) so long as no Default or Event of Default shall have occurred is continuing or would be continuing caused thereby and (ii) the Net Leverage Ratio as at the most recently completed Rolling Period was equal to or less than 3.50:1.00, the Borrower shall be may pay dividends in compliance respect of its Equity Securities and may purchase its Equity Securities pursuant to any normal course issuer bid or restricted share unit plan effected in accordance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agentapplicable Laws; (b) a Subsidiary Guarantor may declare and pay dividends or make a return of capital with respect to its Equity Securities, in each case to any other Credit Party or a Restricted Payments made Intermediary Shareholder, provided that (except in the case of any payment of cash dividends by (ia Subsidiary Guarantor to another Credit Party or a Restricted Intermediary Shareholder) the Borrower Administrative Agent shall have received such confirmations, supplements, amendments and other documents, instruments or opinions, and the Credit Parties shall have taken such other actions, as may be required under the Security Documents or as may be requested by the Administrative Agent, acting reasonably, in order to confirm the continued validity and perfection of the Liens of the Administrative Agent in the Collateral pursuant to the MLP, and Security Documents following the payment of such dividend or such return of capital; (iic) any Restricted Wholly-Owned Subsidiary that is not a Subsidiary Guarantor may make a return of capital with respect to its Equity Securities to the Borrower or to another Restricted Subsidiary that is a whollyany other Wholly-owned Owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, any Wholly-Owned Subsidiary that is not a Subsidiary Guarantor may pay dividends with respect to its Equity Securities to the Borrower or any Restricted other Wholly-Owned Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stockthe Borrower; (e) repurchasesany Material Subsidiary that is not a Wholly-Owned Subsidiary may make a return of capital to its shareholders, redemptions members or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchasepartners generally, redeem or otherwise acquire or retire) any Capital Stock of the MLP, so long as the Borrower or any its respective Subsidiary which owns the Equity Securities in the Subsidiary making such return of its Restricted Subsidiaries held by any current or former officer, director, consultantcapital receives, or employee is entitled to receive, at least its proportionate share thereof (based upon its relative holding of the MLPEquity Securities in the Subsidiary in respect of which such return of capital is being made and taking into account the relative preferences, the Borrower or any Subsidiary if any, of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf various classes of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount Equity Securities of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangementsSubsidiary); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted any Material Subsidiary that is not a Wholly-Owned Subsidiary may pay dividends to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f)its shareholders, (i) no Default members or Event of Default shall have occurred or be continuing and (ii) partners generally, so long as the Borrower shall be or its respective Subsidiary which owns the Equity Securities in compliance with the Incurrence TestSubsidiary paying such dividends receives, or is entitled to receive, at least its proportionate share thereof (based upon its relative holding of the Equity Securities in the Subsidiary paying such dividends and taking into account the relative preferences, if any, of the various classes of Equity Securities of such Subsidiary); (g) any the Borrower and its Material Subsidiaries may make payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principalin accordance with stock option plans, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; andprofit sharing plans or other benefit plans for its management or employees; (h) the MLPBorrower may pay reasonable and customary fees and expenses to independent directors; (i) a Subsidiary Guarantor may redeem any of its Equity Securities held by any other Credit Party or a Restricted Intermediary Shareholder provided that after giving effect to such redemption, the Borrower continues to own, directly or indirectly, all of the remaining Equity Securities of such Subsidiary Guarantor and that the Administrative Agent shall have received such confirmations, supplements, amendments and other documents, instruments or opinions, and the Restricted Subsidiaries Credit Parties shall have taken such other actions, as may be required under the Security Documents or as may be requested by the Administrative Agent, acting reasonably, in order to confirm the continued validity and perfection of the Liens of the Administrative Agent in the Collateral pursuant to the Security Documents following such redemption; and (j) the Borrower or any Material Subsidiary may make Restricted Payments payments of principal of and interest on Indebtedness permitted pursuant to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPSection 6.1(1)(d).

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, exceptexcept that: (a) (i) each Subsidiary may make Restricted Payments by the MLP up to the amount Borrower and any Subsidiary that owns an Equity Interest in such Subsidiary, (ii) so long as no Default shall have occurred and be continuing or would result therefrom, each Subsidiary may make Restricted Payments to the Borrower, the Guarantors and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of Available Cashthe type of Equity Interest in respect of which such Restricted Payment is being made and (iii) for so long as such Subsidiary is a member of a group filing a consolidated, combined or unitary return with the Borrower, such Subsidiary may make Restricted Payments to the Borrower and any other holder of direct Equity Interests of such Subsidiary permitted hereunder in order to pay consolidated, combined or unitary federal, state or local taxes which payments by such Subsidiary are not in excess of the tax liabilities that would have been payable by such Subsidiary and its Subsidiaries on a stand-alone basis; (b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests or Indebtedness permitted pursuant to Section 6.03(f); (d) each Immaterial Subsidiary may make Restricted Payments to any Loan Party or another Immaterial Subsidiary; (e) the Borrower or any of its Subsidiaries may purchase (i) Equity Interests in any Loan Party or options with respect to Equity Interests in any Loan Party held by directors, employees or management of the Borrower or any of its Subsidiaries (or their estates or authorized representatives) in connection with the death, disability or termination of employment of any such directors, employees or management and (ii) Equity Interests in any Loan Party for the purpose of holding such Equity Interest for future issuance under an employee stock plan; provided that both before and after giving effect to any Restricted Payment the aggregate amount of all such payments made pursuant to this subsection (a), under clauses (i) and (ii) after the Closing Date do not exceed $25,000,000 in any fiscal year and $50,000,000 in the aggregate; provided, further, that any such amount permitted to have been made but not made in the preceding fiscal years may be carried over and used in any subsequent fiscal year; (f) so long as no Default or Event of Default shall have occurred or and be continuing or would immediately result therefrom, the Borrower and each Subsidiary may declare and make dividend payments or repurchase Equity Interests of the Borrower in an aggregate amount not to exceed $50,000,000 per fiscal year; (g) so long as no Event of Default shall have occurred and be continuing or would immediately result therefrom, the Borrower may make, during the period from the Closing Date to the latest Termination Date, other Restricted Payments in an aggregate amount not to exceed (i) $150,000,000 per fiscal year for fiscal 2013 and 2014 and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent$125,000,000 per fiscal year for each fiscal year thereafter; (bh) the Borrower may make other Restricted Payments in an aggregate amount that, when aggregated with the Investments made by under Section 6.02(n), in each case during the period from the Closing Date to the latest Termination Date, shall not exceed $10,000,000; (i) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower to the MLP, and (ii) any Restricted of its Subsidiaries may repurchase Equity Interests of a Subsidiary to from any Person other than the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of and its Subsidiaries so long as the Borrowerresulting Investment would otherwise be permitted under Section 6.02; (cj) the Borrower may make Restricted Payments made in connection with the simultaneous exercise by any officers, directors and employees of warrants, options and similar instruments, and other Restricted Subsidiary to the owners Payments in connection with employee compensation plans (including without limitation in connection with taxes paid or payable upon vesting of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiaryrestricted shares); (dk) the Borrower may make Restricted Payments payable by in an amount equal to the MLPoriginal principal amount of the Term Advances; (l) the Borrower may distribute rights pursuant to a stockholder rights plan or redeem such rights, provided that such redemption is in accordance with the terms of such stockholder rights plan; (m) the Borrower may repurchase fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities; (n) the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions may receive or other acquisitions or retirements for value of (or Restricted Payment accept the return to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf Equity Interests of the MLP, the Borrower or any other Loan Party, any employee Subsidiary constituting a portion of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, purchase price consideration in settlement of indemnification claims; (o) the Borrower or any other Restricted Subsidiary may make cash payments in lieu of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates fractional shares in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect the conversion of any Equity Interests or make cash settlement payments upon the exercise of warrants to any Restricted Payment made purchase its Equity Interest or “net share settle” warrants; (p) payments or distributions to dissenting stockholders pursuant to this subsection applicable law; (e), (i) no Default or Event of Default shall have occurred or be continuing and (iiq) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before may enter into, exercise its rights and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a perform its obligations under Permitted Refinancing permitted pursuant to Section 7.1Call Spread Swap Agreements; and (hr) additional Restricted Payments in an aggregate amount not to exceed the sum of (i) the MLP, the Borrower and the Restricted Subsidiaries Cumulative Equity Amount plus (ii) an amount (which may make Restricted Payments not be negative) equal to allow the payment of cash in lieu 50% of the issuance of fractional shares upon cumulative Excess Cash Flow for all fiscal years (commencing with the exercise of options orfiscal year ending December 31, warrants or rights or upon 2014 and ending with the conversion or exchange of or into Capital Stock of the MLPmost recently completed fiscal year).

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that: (a) Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) no Default or Event of Default shall have occurred or be continuing each Subsidiary may make Restricted Payments to any Loan Party and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by each Subsidiary that is not a Pro Forma Compliance Certificate delivered Loan Party may make Restricted Payments to the Administrative Agenteach other Subsidiary that is not a Loan Party; (b) Restricted Payments made by the Borrower may make (i) any payment of cash in lieu of a fractional share in accordance with the terms of any indenture (or equivalent agreement) governing Permitted Note Indebtedness and (ii) subject to any subordination provisions applicable thereto, regularly scheduled interest payments (including any additional and/or special interest) and normal course fee payments as and when due in accordance with the terms of any indenture (or equivalent agreement) governing Permitted Note Indebtedness; (c) the Borrower may declare and make dividend payments or other distributions payable solely in its Qualified Capital Stock; (i) the Borrower to may purchase any Permitted Equity Derivatives contemporaneously with and in connection with the MLP, issuance of Permitted Note Indebtedness and (ii) in connection with the maturity of, or any Restricted Subsidiary to conversion, redemption or repurchase of Permitted Note Indebtedness, the Borrower may settle, terminate or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrowerunwind any Permitted Equity Derivatives; (ce) Restricted Payments made by any Restricted Subsidiary to the owners of the Borrower may purchase, redeem or otherwise acquire its Qualified Capital Stock of such Restricted Subsidiary, pro rata based on with Qualified Equity Issuance Proceeds received from the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any substantially concurrent issuance of its Capital Stock other than Disqualified Qualified Capital Stock; (ef) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries any Subsidiary may declare and pay Restricted Payments to (i) make repurchases or redemptions of its Equity Interests (x) in connection with the MLP, the Borrower exercise of stock options or any other Restricted Subsidiary restricted stock awards if such Equity Interests represent all or a portion of the Borrower exercise price thereof or (y) deemed to occur upon the proceeds withholding of which are used for such purposes; provided, that the aggregate amount a portion of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP Equity Interests issued to directors, consultants, officers or employees of the MLP, the Borrower or any Subsidiary under any stock option plan or other benefit plan or agreement for directors, officers and employees of the Borrower and its Affiliates Subsidiaries to cover withholding tax obligations of such Persons in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event respect of Default shall have occurred or be continuing such issuance and (ii) make other Restricted Payments, not exceeding $2,000,000 in the aggregate for any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans or agreements for current or former directors, officers and employees of the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7and its Subsidiaries; provided that both before and after giving effect that, upon the occurrence of the Full 2025 Notes Refinancing Date, such amount shall increase to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test$4,000,000; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1[reserved]; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLP.

Restricted Payments. The MLP Parent, OP LLC and the Borrower will not, and will not permit any of their Restricted respective Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (a) Restricted Payments by the MLP up return any capital or make any distribution of its Property to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a)its Equity Interest holders, (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by except (i) the Borrower Parent and OP LLC may declare and pay dividends with respect to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments its Equity Interests payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any additional shares of its Capital Stock Equity Interests (other than Disqualified Capital Stock; ), (eii) repurchases, redemptions or Subsidiaries (other acquisitions or retirements for value of (or Restricted Payment to than the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retireGeneral Partner) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries Parent may declare and pay dividends ratably with respect to their Equity Interests, (iii) the Parent and OP LLC may make Restricted Payments pursuant to the MLP, the Borrower and in accordance with stock option plans or any other Restricted Subsidiary of the Borrower the proceeds of which are used benefit plans for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers management or employees of the MLPBorrower and its Subsidiaries, (iv) the Parent, OP LLC and the Borrower or any of its Affiliates may make payments to former employees in connection with permitted the termination of such former employee’s employment in an aggregate amount not to exceed $250,000 in any calendar year for the purpose of repurchasing Equity Interests in any member of the Parent, OP LLC or the Borrower, as applicable, issued to such former employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (ev) the Parent may pay the purchase price for any Permitted Bond Hedge Transaction(s), (i) no Default or Event of Default shall have occurred or be continuing and (iivi) the Borrower shall be in compliance with Parent may pay cash and/or deliver common stock upon the Incurrence Test; (f) payment settlement, termination or redemption of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (fPermitted Warrant Transaction(s), (i) no Default or Event of Default shall have occurred or be continuing and (iivii) the Borrower shall be Parent may pay cash and/or deliver common stock in compliance with satisfaction of the Incurrence Test; Parent’s obligations in respect of the Convertible Notes whether upon conversion of such securities, upon the occurrence of a change of control (gor similar event, however so defined by the terms of such securities) any payments or other customary mandatory prepayment or redemption event permitted by Section 9.02(j)(vii), upon repurchase of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted securities pursuant to the applicable subordination agreement and payments a Redemption thereof otherwise permitted by this Agreement or at maturity of principalsuch securities, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (hviii) the MLP, the Borrower General Partner may declare and the Restricted Subsidiaries may make Restricted Payments to allow any other Credit Party and (ix) so long has no Default, Event of Default or Borrowing Base Deficency has occurred and is continuting, the payment General Partner may declare and make Restricted Payments in cash ratably with respect to all of cash in lieu its Equity Interests (inclusive of the issuance of fractional shares upon Class A Units (as defined in the exercise of options or, warrants or rights or upon General Partners LLC Agreement) and the conversion or exchange of or into Capital Stock of the MLPClass B Units).

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare Declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, exceptexcept that: (a) each Subsidiary may make Restricted Payments by the MLP up to the amount Borrowers, the Guarantors or any Subsidiary of Available Cashthe Borrowers and any other Person that owns an Equity Interest in such Subsidiary, ratably, in the case of such other Persons that are not Borrowers or Subsidiaries, according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; and each Borrower may make Restricted Payments to any other Borrower or any Subsidiary that owns an Equity Interest in such Borrower; (b) the Borrowers and each Subsidiary may declare and make dividend payments or other distributions to the extent paid or payable solely in the common stock or other common Equity Interests of such Person; provided that both before the limitations set forth in this clause (b) shall not prohibit the making of cash payments in connection with any dividend or other distribution paid or payable in common stock or other common Equity Interests of such Person so long as such cash payment is not otherwise prohibited by the terms of the Loan Documents; (c) the Borrowers and after giving effect to each Subsidiary may purchase, redeem or otherwise acquire any Restricted Payment made pursuant to this subsection (a)Equity Interests of the Borrowers or any Subsidiary; provided, (i) that, at the time or as a result thereof there shall exist no Default or Event of Default shall have occurred Default. Notwithstanding the foregoing, in no event may the Commitment be used to fund the purchase, redemption or other acquisition of REIT common stock, except to the limited extent that if Net Disposition Proceeds which otherwise would be continuing permitted to be used to purchase, redeem or otherwise acquire such common stock and are designated to be so used but for an interim period are instead used to pay down the Revolving Loans, then an equal amount of the Commitment may be borrowed (iiin accordance with this Agreement) to purchase, redeem or otherwise acquire such common stock for a period ending 60 days after such repayment; and (d) the Borrower shall be Borrowers and each Subsidiary may declare or make dividends and distributions (excluding those dividends and distributions otherwise permitted under this Section 7.06) in compliance with an aggregate amount that do not exceed the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by greater of (i) the Borrower to the MLPduring any four consecutive fiscal quarter period for which financials are available, 95% of Funds From Operations for such four consecutive fiscal quarter period, and (ii) with respect to any tax year of the REIT, such amount as may be necessary for (i) the REIT, REIT Sub 1, REIT Sub 2 or Subsidiary REIT I or (ii) following an election to be taxed as a REIT, AIMCO/Bethesda, in each case, to maintain REIT Status for such tax year; provided that, notwithstanding the foregoing, the Borrowers may also make Restricted Subsidiary Payments (so long as no Default exists or would arise as a result of such Restricted Payment) in an amount equal to the Borrower or amount that would need to another Restricted Subsidiary that is a wholly-owned Subsidiary be distributed to all of the Borrower; Borrowers’ partners or shareholders in order for (ci) the REIT, REIT Sub 1, REIT Sub 2 or Subsidiary REIT I or (ii) following an election to be taxed as a REIT, AIMCO/Bethesda, in each case, to make the minimum distributions required to be distributed to its respective shareholders under the Code (A) to avoid the payment of taxes imposed under Code Section 857(b)(1) and 4981 of the Code or analogous provisions of state law, and (B) to avoid the payment of taxes imposed under Section 857(b)(3) of the Code or analogous provisions of state law. Nothing in Sections 7.06 shall prohibit (A) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests Borrowers of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of their respective Subsidiaries necessary to consummate the Spin-Off Transaction in all material respects in a manner consistent with (or Restricted Payment as expressly contemplated in) the Spin-Off Transaction Documents and as described in the REIT’s Form 10-12B filed with the SEC on November 24, 2020, as amended prior to the MLP to permit the MLP to repurchasedate hereof, redeem or otherwise acquire or retire(B) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the any Borrower orfrom making tender offers for or otherwise acquiring for value any Equity Interests, to the extent such Capital Stock was issued as compensation for services rendered on behalf now or hereafter outstanding, of the MLP, the any Borrower or any other Loan Party, Subsidiary of any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the which were not issued by such acquiring Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e(C) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made by any Person pursuant to this subsection (e)such Person’s Organization Documents, (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to including any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds from Dispositions of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPassets.

Restricted Payments. The MLP DeclareWith respect to the Company and the Borrower will not, and will not permit any of their Restricted Subsidiaries toits Subsidiaries, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: or incur any obligation (contingent or otherwise) to do so, or issue or sell any of their respective Equity Interests, except that: (a) each Subsidiary of the Company (other than Scripps, for so long as it is not a Subsidiary of the Company (without giving effect to clause (y) of the final sentence of the definition thereof)) may declare and make dividend payments in cash with respect to any class of Equity Interests of such Subsidiary to the then holders of such Equity Interests ratably according to their respective holdings; (b) the Company and each of its Subsidiaries may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person to the then holders of such Equity Interests ratably according to their respective holdings; (c) the Company and Scripps may declare and make dividend payments in cash to the Facility Guarantor (directly or through any Subsidiary of the Facility Guarantor) in an aggregate amount for any period not greater than an amount sufficient to permit the Facility Guarantor to (i) make payments pursuant to and in accordance with stock option plans or other management plans for management or employees of the Facility Guarantor, the Company and its Subsidiaries during such period, (ii) pay any Taxes of the Facility Guarantor, the Company and its Subsidiaries which are due and payable, (iii) pay customary directors’ fees paid to the members of Facility Guarantor’s board of directors, in their capacity as such, and the reimbursement for necessary and reasonable out-of-pocket expenses of such members in their capacities as such, in each case arising from their direct service as members of such board of directors, (iv) pay ordinary course overhead expenses of the Facility Guarantor (including administrative, legal, accounting and similar expenses payable to third parties), (v) pay customary third party advisor fees and expenses owed by the Facility Guarantor in the ordinary course of its business, (vi) pay customary director and officers insurance premiums owed by the Facility Guarantor with respect to its officers and directors in the ordinary course of its business and (vii) pay customary and reasonable indemnification claims made by directors and officers of the Facility Guarantor; (d) the Company and each of its Subsidiaries may issue and sell their respective Equity Interests and may make Restricted Payments not otherwise permitted by the MLP up to the amount of Available Cashthis Section 7.06; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) no Designated Default or any other Event of Default shall have occurred then exist and no Event of Default would result from such issuance and sale or be continuing such Restricted Payment, as the case may be, giving Pro Forma Effect to such issuance and sale or such Restricted Payment; (e) the Company may issue and sell (i) its common Equity Interests; provided that no Change of Control would result from such issuance and sale; and (ii) the Borrower shall be Company may issue and sell its Equity Interest in compliance connection with the Incurrence Testgrants of such securities and stock options with respect to such securities pursuant to employment, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLPbenefit plans, service and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary severance arrangements with current and former officers, directors, consultants, advisors and employees of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower Company or any Subsidiary of the Borrower orCompany, to as determined in good faith by the extent such Capital Stock was issued as compensation for services rendered on behalf board of directors or senior management of the MLPCompany or such Subsidiary, as applicable; and 102 (f) the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower Company or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments pursuant to allow or in connection with the payment of Scripps Transactions.; provided that, notwithstanding the foregoing, on or after the Amendment No. 2 Effective Date, the Facility Guarantor shall not make any Restricted Payment in cash in lieu of unless after giving Pro Forma Effect to any such Restricted Payment and the issuance of fractional shares upon transactions related thereto, the exercise of options or, warrants Consolidated Leverage Ratio for the applicable Measurement Period is less than or rights or upon the conversion or exchange of or into Capital Stock of the MLPequal to 4.50:1.00.

Restricted Payments. The MLP Credit Parties shall not and the Borrower will not, and will shall not cause or permit any of their Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectlyindirectly declare, order, pay, make or set apart any sum for any Restricted Payment, exceptexcept that: (a) U.S. Borrower may make payments and distributions (i) to Holdings that are used by Holdings to pay federal and state income taxes (including used by Holdings to compensate a Subsidiary for the use of a tax benefit by the Holdings tax group) then due and owing, franchise taxes and other similar licensing expenses incurred in the ordinary course of business, professional fees, audit expenses and other expenses related to the maintenance of Holdings as a holding company and provide for all other operating costs of Holdings, including, without limitation, in respect of director fees and expenses, administrative, legal and accounting services provided by third parties and other customary out-of-pocket costs and expenses, including all costs and expenses with respect to filings with the SEC or (ii) that U.S. Borrower or Holdings is required to pay pursuant to the terms of the Acquisition Agreement and the Ancillary Agreements (as such term is defined in the Acquisition Agreement), the Management Consulting Agreement (subject to Section 3.8(f)) or applicable law; provided, that such Borrower’s aggregate contribution to taxes as a result of the filing of a consolidated or combined return by Holdings shall not be greater, nor the aggregate receipt of tax benefits less, than they would have been had such Borrower not filed a consolidated or combined return with Holdings; (i) Wholly-Owned Subsidiaries of a Borrower may make Restricted Payments by the MLP up to such Borrower and/or to the amount parent company of Available Cashthe respective Subsidiary and (ii) Canadian Subsidiaries of Holdings may make Restricted Payments to Holdings or any of its Domestic Subsidiaries and/or to the direct or indirect parent company of the respective Canadian Subsidiary, including, without limitation, Restricted Payments in the form of promissory notes or other debt obligations with respect to which any Canadian Subsidiary of Holdings is the obligor; (c) Borrowers may make Restricted Payments to Holdings to permit Holdings to repurchase (and Holdings may repurchase) Stock of Holdings owned by employees of Holdings, Borrowers or their Subsidiaries whose employment has terminated; provided, that such Restricted Payments shall not exceed $2,500,000 in any Fiscal Year plus a carry-forward of unused amounts from prior years or $12,500,000 in the aggregate; provided further, that both before such amount in any calendar year and the aggregate amount may be increased by an amount not to exceed the cash proceeds of keyman life insurance policies received by Holdings, any Borrower or any of its Subsidiaries; (d) Borrowers and Holdings may make Restricted Payments not expressly permitted by clauses (a) through (c) above (“Permitted Distributions”), provided, that at the time of and after giving effect to any such Restricted Payment Payment: (i) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Borrowers and Holdings since November 24, 2003 pursuant to this subsection paragraph (ad), is less than the sum, without duplication, of $25,000,000, plus up to (1) 50% of the Consolidated Net Income of the U.S. Borrower for the period (taken as one accounting period) from November 24, 2003 to the date on which such Restricted Payment occurs or, if Consolidated Net Income is not reasonably determinable to such date, to the end of the U.S. Borrower’s most recently ended fiscal period for which internal financial statements are available at the time of such Restricted Payment, (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus (2) 100% of the aggregate net cash proceeds (including, without limitation or duplication, net of expenses incurred in connection with the Offering), and the fair market value of property other than cash, received by Holdings or the Borrowers since November 24, 2003 as a contribution to its common equity capital or from the issue or sale of Stock of Holdings or the Borrowers or from the issue or sale of debt securities of Holdings or the Borrowers that have been converted into or exchanged for such Stock (other than Stock (or debt securities) sold to a Subsidiary of Holdings), plus (3) the net cash proceeds (net of expenses), and the fair market value of property other than cash, received by any Credit Party from the sale or other disposition (other than to a Credit Party) of any Investment made under Section 3.3(o) since November 24, 2003 and repurchase and redemptions of such Investments by any Person (other than a Credit Party) and repayments of loans or advances that constituted such an Investment by any Person (other than a Credit Party) less (x) Investments pursuant to Sections 3.3(o), (iy) Restricted Payments pursuant to Section 3.5(k), and (z) prepayments or repurchases of Senior Notes or Subordinated Debt pursuant to Section 3.17 (excluding (I) such prepayments or repurchases (including accrued interest, redemption premiums, liquidated damages, and related expenses) funded directly or indirectly with proceeds of the Offering, and (II) purchases, redemptions, defeasements, or prepayments permitted by Section 3.17(ii)), (ii) Aggregate Borrowing Availability shall be no less than $40,000,000 and (iii) no Default or Event of Default shall have occurred or and be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered or would result after giving effect to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital StockPermitted Distribution; (e) repurchasesAny Subsidiary of any Credit Party that is not a Wholly-Owned Subsidiary may make Restricted Payments to its shareholders or partners generally, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, so long as the Borrower or any the Subsidiary that owns the equity interest or interests in the Subsidiary making such Restricted Payments receives at least its proportionate share thereof (based upon its relative holdings of its equity interest in the Subsidiary making such Restricted Subsidiaries held by any current or former officerPayments and taking into account the relative preferences, directorif any, consultant, or employee of the MLP, the Borrower or any various classes of equity interests in such Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales terms of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangementsagreements applicable thereto); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) Borrowers may make a Restricted Payment to Holdings with respect to the first cash interest payment due to holders of management fees permitted the Senior Discount Notes in an aggregate amount not to be paid exceed $8,000,000, which Restricted Payment would reduce the amount available for dividends pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f3.5(d), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only Holdings may make Restricted Payments prior to the extent that such payments are permitted pursuant it is required to the applicable subordination agreement and payments issue cash in lieu of principal, interest, fees and premiums thereon funded with proceeds fractional shares to accommodated anti-dilution adjustments made to holders of a Permitted Refinancing permitted pursuant to Section 7.1; andits Stock; (h) the MLP, the Borrower and the Restricted Subsidiaries The Credit Parties may make Restricted Payments to allow minority shareholders of any Target (as defined in Section 3.6) in connection with a Permitted Acquisition; provided, that such payments are within the limits set forth in Section 3.6(b)(v); (i) Holdings may make Restricted Payments prior to the Closing Date consisting solely of proceeds from the issuance of the Senior Discount Notes, on a pro rata basis, to redeem part of the Holdings Series A Redeemable Preferred Stock and to pay a dividend on the common stock of Holdings in an aggregate amount not to exceed $100,000,000; (j) Holdings may repurchase, prepay or redeem the Holdings Series A Redeemable Preferred Stock as part of the Related Transactions; and (k) So long as no Event of Default has occurred and is continuing or would be caused thereby and Aggregate Borrowing Availability is no less than $40,000,000 after giving effect hereto, the payment of cash dividends on any Borrower’s common stock (or dividends, distributions or advances to Holdings to allow Holdings to pay dividends on Holdings’ common stock), following the Offering or the first public offering of any Borrower’s common stock, of (i) in lieu the case of the issuance of fractional shares upon the exercise of options orOffering, warrants or rights or upon the conversion or exchange of or into Capital Stock up to 7.5% per annum of the MLPamount contributed to the Borrowers by Holdings from the proceeds received by Holdings from the Offering, or (ii) in the case of the first public offering of common stock of such Borrower, up to 7.5% per annum of the net proceeds received by such Borrower in such public offering, other than, in each case, public offerings with respect to Stock registered on Form S-8.

Restricted Payments. The MLP REIT and the Borrower will shall not, and will shall not permit any of their Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (a) Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to make any Restricted Payment made pursuant to this subsection (a), (i) no so long as any Default or Event of Default shall have occurred exists or be continuing and (ii) would result therefrom. Notwithstanding the Borrower shall be in compliance with the Incurrence Testforegoing, as demonstrated by unless a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default specified in Sections 7.2, 7.6 or 7.7 shall have occurred and be continuing, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 8.1, (a) the Borrower and its Subsidiaries and any other Subsidiary of the REIT may pay dividends and distributions to the REIT and other holders of partnership interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the REIT to distribute, and the REIT may so distribute, dividends and distributions to its shareholders in an aggregate amount not to exceed the amount required to be continuing distributed for the REIT (i) to remain in compliance with Section 6.19 and (ii) to avoid the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before U.S. federal or state income or excise tax, and after giving effect (b) with respect to any Restricted Payment made pursuant Subsidiary of a Subsidiary REIT, such Subsidiary may pay dividends and distributions to this subsection (f)such Subsidiary REIT to the extent necessary for such Subsidiary REIT to distribute, and such Subsidiary REIT may so distribute, dividends and distributions to its shareholders (i) no Default or Event of Default shall have occurred or be continuing to maintain such Subsidiary REIT’s status as a “real estate investment trust” under the Code and (ii) to avoid the payment of U.S. federal or state income or excise tax. Subsidiaries other than the Borrower shall be in compliance with the Incurrence Test; (g) may, at any payments of principal and interest with respect time, make Restricted Payments to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments other Subsidiaries. Notwithstanding anything to allow the contrary in this Agreement, (x) any required payment with respect to, or required early unwind or settlement of, any Permitted Bond Hedge Transaction or Permitted Warrant Transaction, in each case, in accordance with the terms of the agreement governing such Permitted Bond Hedge Transaction or Permitted Warrant Transaction, and (y) any payment of cash the purchase price for a Permitted Bond Hedge Transaction, in lieu each case of clauses (x) and (y), shall not constitute a Restricted Payment; provided that, in the case of clause (x), to the extent any consideration other than the REIT’s common stock is required to be paid under a Permitted Bond Hedge Transaction or a Permitted Warrant Transaction as a result of the issuance election of fractional shares upon “cash settlement” (or substantially equivalent term) as the “settlement method” (or substantially equivalent term) thereunder by the REIT (or its Affiliates) (including in connection with the exercise and/or early unwind or settlement thereof), the net payment of options orsuch cash, warrants after deducting any payment received from the substantially concurrent exercise and/or early unwind or rights settlement of a Permitted Bond Hedge Transaction or upon the conversion or exchange of or into Capital Stock of the MLPPermitted Warrant Transaction, shall constitute a Restricted Payment notwithstanding this sentence (and such Restricted Payment must be otherwise permitted pursuant to this Section 6.15).

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted its Subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except: (a) Restricted Payments by the MLP up subject to the amount Collateral and Guarantee Requirement, any Subsidiary of Available Cash; provided that both before the Borrower may declare and after giving effect pay, and agree to pay, dividends and other distributions with respect to its Equity Interests payable solely in perpetual common Equity Interests (other than Disqualified Equity Interests), (b) any Restricted Payment made pursuant Subsidiary of the Borrower may declare and pay dividends or other distributions with respect to this subsection its Equity Interests to the Borrower or any Subsidiary Guarantor, (a), (ic) so long as no Default or Event of Default shall have occurred or and be continuing and (ii) or would result therefrom, the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, may declare and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiarypay Permitted Tax Distributions; (d) Restricted Payments payable the making of dividends or distributions by the MLP, the Borrower a Non-Loan Party Subsidiary to a Loan Party or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stockanother Non-Loan Party Subsidiary; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued may make dividends payable solely in Equity Interests (other than Disqualified Equity Interests); (f) so long as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or and be continuing at the time of such purchase or would arise after giving effect thereto, the Borrower and its Subsidiaries may purchase common stock or common stock options from present or former officers, directors, employees or consultants of the Borrower and its Subsidiaries upon the death, disability or termination of employment of such person or otherwise in accordance with any stock option or stock appreciation rights plan or any stock ownership or subscription plan or equity incentive or other similar plan or termination agreement; provided that the aggregate amount of payments made under this clause shall not exceed $2,500,000 during any Fiscal Year of the Borrower; (i) the Borrower may make cashless repurchase of Equity Interests deemed to occur upon the exercise of stock options or warrants if such repurchased Equity Interests represents a portion of the exercise price of such options or warrants, and (ii) the Borrower shall be in compliance with may make repurchase of Equity Interests deemed to occur upon the Incurrence Testwithholding of a portion of the Equity Interests granted or awarded to a current or former officer, director, employee or consultant to pay for the Taxes payable by such Person upon such grant or award (or vesting thereof); (fh) the Borrower or any of its Subsidiaries may purchase, redeem or otherwise acquired Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its Equity Interests (other than Disqualified Equity Interests); provided that any such issuance is otherwise permitted hereunder; (i) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both Earn-Out Obligations so long as (i) immediately before and immediately after giving effect to any Restricted Payment made pursuant to this subsection (f)such payment, (i) no Default or Event of Default shall have occurred or and be continuing and continuing, (ii) immediately after giving effect to such payment, the Borrower and its Subsidiaries shall be in pro forma compliance with the Incurrence Test; Financial Covenants set forth in Sections 7.12(a) and (gb), in each case, as of the last day of the most recent fiscal quarter for which financial statements have been delivered under Section 6.1, and (iii) any payments of principal and interest with respect immediately after giving effect to Indebtedness subordinated in right of payment to the Obligationssuch payment, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1Liquidity shall be at least $20,000,000; and (hj) the MLPso long as (i) immediately before and immediately after giving effect to such payment, no Default or Event of Default shall have occurred and be continuing, the Borrower and the Restricted Subsidiaries may make additional Restricted Payments in an aggregate amount not to allow the payment of cash exceed $10,000,000 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 Capital Stock of the MLPany Fiscal Year.

Restricted Payments. The MLP and the Borrower will Holdings shall not, and will not nor shall it permit any of their Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that: (a) each Subsidiary of the Borrower may make Restricted Payments by the MLP up to the Borrower, any Subsidiaries of the Borrower that is a Guarantor and any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) Holdings and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) Holdings may distribute rights pursuant to any existing shareholder rights plan or redeem such rights in accordance with the terms of any such existing shareholder rights plan; (d) the Borrower may make Restricted Payments to Holdings to pay general corporate and overhead expenses and other administrative expenses of Holdings and to make customary indemnification payments to officers and directors of Holdings in an aggregate amount for this clause (d) not to exceed $5,000,000 for each fiscal year of Available CashHoldings; (e) the Borrower may make any payment constituting an Early Retirement of (A) the Loans, (B) the ABL Revolving Loans, and (C) Indebtedness owing to the Borrower or any Subsidiary that is otherwise permitted hereunder; (f) the Loan Parties may make any payment constituting an Early Retirement of Indebtedness as a result of a refinancing, refunding, extension, defeasance, discharge, renewal or replacement of Indebtedness that is permitted by Section 7.02; (g) the Borrower may make Restricted Payments to Holdings (and Holdings may make Restricted Payments to its Parent) (i) to enable Holdings (or its Parent) to redeem or repurchase Equity Interests from officers, directors, employees or consultants of Holdings or its Subsidiaries, upon termination of employment or service, in connection with the exercise of stock options, stock appreciation rights or other equity incentives or equity based incentives, or in connection with the death or disability of such officers, directors, employees or consultants; provided that in all such cases the aggregate amount paid in respect of all such shares so redeemed or repurchased does not exceed $2,500,000 in the aggregate in any fiscal year; (ii) that consist of the cancellation of Indebtedness owing to a Loan Party from officers, directors, employees or consultants of Holdings or its Subsidiaries in connection with any repurchase of Equity Interests; and (iii) arising from repurchases of Equity Interests deemed to occur upon the exercise of stock options if such stock represents a portion of the exercise price thereof; (i) Holdings may (A) make regularly scheduled payments of interest in respect of any Permitted Convertible Indebtedness and (B) make cash payments in connection with any conversions of Permitted Convertible Indebtedness (provided that, in the case of each of (A) and (B), other than cash payments in lieu of fractional shares upon conversion, both before immediately prior and after giving effect to any Restricted Payment made pursuant to this subsection such payment, (ax) no Default or Event of Default shall have occurred and be continuing or result therefrom and (y) Holdings shall be in compliance with the covenants set forth in Section 7.07), (ii) Holdings may purchase a Permitted Bond Hedge Transaction and can settle any amount due under any related Permitted Warrant Transaction by set-off against such related Permitted Bond Hedge Transaction (if such set-off is permitted under the terms thereof), by delivery of shares of its common stock and, subject to compliance with the proviso to clause (i) above, by payment in cash and (iii) the Borrower may distribute to Holdings cash in amounts necessary to enable Holdings to make any payment referred to in the foregoing clauses (i) and (ii); and (i) other Restricted Payments during the term of this Agreement in an aggregate amount not to exceed $10,000,000 plus, so long as immediately before and immediately after giving effect thereto on a Pro Forma Basis (i) no Default or Event of Default shall have occurred or and be continuing continuing, and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall Consolidated Total Leverage Ratio does not exceed in any 2.50 to 1.00 for the most recent fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid quarter for which financial statements are delivered pursuant to Section 7.7; provided that both before and after giving effect to any 6.01(a) or (b), the Additional Available Amount on the date such Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPis made.

Restricted Payments. The MLP Parent, OP LLC and the Borrower will not, and will not permit any of their Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital or make any distribution of its Property to its Equity Interest holders, except: (ai) the Parent and OP LLC may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock), (ii) Subsidiaries of the Parent may declare and pay dividends ratably with respect to their Equity Interests, (iii) the Parent and OP LLC may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) the Parent, OP LLC and the Borrower may make payments to former employees in connection with the termination of such former employee’s employment in an aggregate amount not to exceed $250,000 in any calendar year for the purpose of repurchasing Equity Interests in any member of the Parent, OP LLC 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 Parent and its Subsidiaries, (v) any Credit Party may pay the purchase price for any Permitted Bond Hedge Transaction(s), (vi) the Parent may pay cash and/or deliver common stock upon the settlement, termination or redemption of any Permitted Warrant Transaction(s), (vii) the Parent may pay cash and/or deliver common stock in satisfaction of the Parent’s obligations in respect of the Convertible Notes whether upon conversion of such securities, upon the occurrence of a change of control (or similar event, however so defined by the MLP up terms of such securities) or other customary mandatory prepayment or redemption event permitted by Section 9.04(b)(i), upon repurchase of such securities pursuant to a Redemption thereof otherwise permitted by this Agreement or at maturity of such securities, (viii) [reserved], (ix) [reserved], (x) commencing on the date on which financial statements and the related compliance certificate are delivered pursuant to Sections 8.01(b) and (c) for the Test Period ending September 30, 2021, each of the Parent, OP LLC and the Borrower shall be permitted to make other Restricted Payments provided that (A) no Event of Default is continuing or would result therefrom, (B) the Leverage Ratio, calculated on a Pro Forma Basis, is less than 2.0 to 1.0, (C) the Available Commitment after giving effect thereto is not less than 25% of the total Commitments then in effect, and (D) if the Leverage Ratio, calculated on a Pro Forma Basis after giving effect thereto, exceeds 1.5 to 1.0, the amount of Available Cash; provided that both before such Restricted Payments made since the Effective Date pursuant to this clause (x) and clause (xii) of this Section 9.04(a) shall not exceed the amount of positive Free Cash Flow (including after giving effect to any other Restricted Payment made Payments pursuant to this subsection clause (ax) and clause (xii) of this Section 9.04(a), Investments pursuant to Section 9.05(l) and Capital Expenditures pursuant to Section 9.22(a) made since the Effective Date and prior to the date of determination that would otherwise reduce the amount of Free Cash Flow), (ixi) no Default or Event of Default shall have occurred or be continuing Restricted Payments pursuant to the Transactions substantially concurrently with the Effective Date as set forth in the Prepackaged Plan, (xii) commencing on the date on which financial statements and the related compliance certificate are delivered pursuant to Sections 8.01(a) and (iic) for the Test Period ending December 31, 2020, each of the Parent, OP LLC and the Borrower shall be in compliance with permitted to make other Restricted Payments provided that (A) no Event of Default is continuing or would result therefrom, (B) the Incurrence TestLeverage Ratio, as demonstrated by calculated on a Pro Forma Compliance Certificate delivered Basis after giving effect thereto, is less than 2.0 to 1.0, (C) the Administrative Agent; Available Commitment after giving effect thereto is not less than 25% of the total Commitments then in effect, (bD) if the Leverage Ratio, calculated on a Pro Forma Basis after giving effect thereto, exceeds 1.5 to 1.0, the amount of such Restricted Payments made by (i) since the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, Effective Date pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(eclause (xii) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and positive Free Cash Flow (including after giving effect to any other Restricted Payment Payments pursuant to this clause (xii), Investments pursuant to Section 9.05(l) and Capital Expenditures pursuant to Section 9.22(a) made since the Effective Date and prior to the date of determination that would otherwise reduce the amount of Free Cash Flow), (E) the aggregate amount of Restricted Payments made pursuant to this subsection clause (e)xii) during any fiscal quarter shall not exceed $10,000,000 and the aggregate amount of Restricted Payments made pursuant to this clause (xii) at any time shall not exceed $25,000,000, (i) no Default or Event of Default shall have occurred or be continuing and (iiF) any Restricted Payments made pursuant to this clause (xii) shall be made prior to October 1, 2021, and (xiii) during the period commencing on the Second Amendment Effective Date until the date on which financial statements and the related compliance certificate are delivered pursuant to Sections 8.01(b) and (c) for the Test Period ending September 30, 2021, each of the Parent, OP LLC and the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; make other Restricted Payments in cash provided that both before and (A) no Event of Default is continuing or would result therefrom, (B) the Leverage Ratio, calculated on a Pro Forma Basis after giving effect thereto, is less than 1.5 to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing 1.0 and (iiC) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu Available Commitment after giving effect thereto is not less than 80% of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPBorrowing Base then in effect.

Restricted Payments. The MLP and the Borrower will not, and will not Make or permit any of their Restricted its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except: except that (a) such following payments being "Permitted Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), Payments"): (i) no Default or Event any Loan Party may pay dividends or, in the case of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary Loan Party that is not a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by corporation, any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower orsimilar distribution, to the extent such Capital Stock was issued Parent (or its direct or indirect parent company) in amounts necessary to pay taxes (other than Tax Distributions) and other customary expenses as compensation for services rendered on behalf and when due and owing by the Parent (or its direct or indirect parent company) in the ordinary course of its business as a holding company (including salaries and related reasonable and customary expenses incurred by employees of the MLPParent (or its direct or indirect parent company)), and/or arising from such Persons' ownership interests in the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposesParties; provided, that the aggregate amount of all such purchases or redemptions dividends and distributions (other than (A) Tax Distributions, (B) dividend payments made pursuant to the Stock Purchase Agreement and (C) any expenses incurred in cash under connection with the Transactions) made in reliance on this Section 7.5(eclause (i) and paid after the Effective Date shall not exceed $15,000,000 in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements)Fiscal Year; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (gx) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds Subsidiary of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries Loan Party may make Restricted Payments to allow any Loan Party and (y) any Subsidiary of an Existing Credit Party may make Restricted Payments to any Loan Party; provided, that any Restricted Payment made by a Domestic Loan Party or a Canadian Loan Party to the payment Dutch Loan Parties (A) shall be used by such Subsidiaries for payroll and other employee wage and benefit payments to or for the benefit of cash such Subsidiaries' employees and for other general corporate purposes of such Subsidiaries or (B) shall be made in lieu the ordinary course of business consistent with past practice; (iii) any Foreign Subsidiary that is not a Loan Party may make Restricted Payments to any Loan Party or other Foreign Subsidiaries; (iv) the Loan Parties may make dividends and other distributions to any Parent Company solely to enable such Parent Company to pay dividends and other distributions to the holders of the issuance Exchange Preferred Shares on a pro rata basis; (v) so long as no Event of fractional shares Default has occurred and is continuing or would result therefrom, any Loan Party may issue a dividend to any Parent Company to enable such Parent Company to repurchase or redeem Equity Interests issued to employees of such Parent Company or any of its Subsidiaries pursuant to any employee stock ownership plan upon the exercise termination, retirement or death of options orany such employee in accordance with the provisions of such plan; provided, warrants or rights or upon that the conversion or exchange aggregate amount of or into Capital Stock of the MLP.all such dividends issued in any Fiscal Year shall not exceed $1,000,000;

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, Make any Restricted PaymentPayments, exceptexcept as follows: (ai) Lessee may pay dividends or other distributions payable solely in shares of capital stock of Lessee or any Subsidiary or payable by any Subsidiary to Lessee or another Subsidiary; (ii) Lessee may distribute rights pursuant to a shareholder rights plan or redeem such rights, provided that such redemption is in accordance with the terms of such shareholder rights plan; (iii) Lessee may make Restricted Payments by in connection with or pursuant to any of its Employee Benefits Plans or in connection with the MLP up employment, termination or compensation of its employees, officers or directors; (iv) Lessee may make Restricted Payments with the Net Security Proceeds received from a substantially concurrent issuance of Equity Securities or capital stock or with its Equity Securities or capital stock or Lessee may convert any Equity Securities in accordance with their terms into other Equity Securities, provided, however, that the cash amount of any such Restricted Payment shall be limited to the amount cash portion of Available Cashthe Net Proceeds received from the concurrent issuance of Equity Securities or capital stock; (v) Lessee may purchase Equity Securities pursuant to one or more stock repurchase programs, provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (iA) no Potential Lease Default or Lease Event of Default shall have occurred or and be continuing and continuing, (iiB) the Borrower after giving effect to any such repurchases Lessee shall be in compliance with Section 10.2(k), and (C) when combined with the Incurrence Testamount of all dividends, as demonstrated by a Pro Forma Compliance Certificate delivered purchases or redemptions made under Section 10.2(f)(vi), the total of all such purchases of Equity Securities shall not exceed the sum of $5,000,000 in the aggregate over the life of this Agreement; and (vi) Lessee may declare or pay any dividends in respect of its Equity Securities or purchase or redeem shares of its Equity Securities or make distributions to the Administrative Agent; (b) Restricted Payments made by shareholders not otherwise permitted hereunder, provided that (i) the Borrower to aggregate amount paid or distributed in any period of four consecutive quarters (excluding any amounts covered by clause (ii) above) does not exceed five percent (5%) of Consolidated Tangible Net Worth as determined as of the MLP, fiscal quarter immediately preceding the date of determination; and (ii) any Restricted Subsidiary to when combined with the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary amount of the Borrower; (c) Restricted Payments all purchases of Equity Securities made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLPunder Section 10.2(f)(v), the Borrower or any Restricted Subsidiary solely in interests total of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchasesall such dividends, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year the sum of $5,000,000 (plus in the amount aggregate over the life of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPAgreement.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (a) Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be may declare and make dividend payments or other distributions payable solely in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; Equity Interests (bother than Disqualified Capital Stock) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (b) the Borrower and each Subsidiary may make Restricted Payments to the Borrower or any Subsidiary; provided that in the case of any such Restricted Payment by a Subsidiary that is not a wholly-owned Subsidiary, such Restricted Payment is made to the Borrower, any Subsidiary and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests in the relevant class of Equity Interests; (c) the Borrower may make Restricted Payments made pursuant to and in accordance with the Benefit Plans (including, without limitation, in connection with the exercise, vesting, delivery, termination, retirement, cancellation and exchange of stock options, stock appreciation rights, restricted stock units, restricted stock and other awards under the Benefit Plans and in respect of withholding or similar Taxes payable by any Restricted Subsidiary to the owners holder of the Capital Stock of any such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiaryaward); (d) the Borrower and the Subsidiaries may make Restricted Payments payable by to consummate the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock▇▇▇▇▇▇ Transactions; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its may make Restricted Subsidiaries held by Payments to any current or former officerdirectors, director, consultantofficers or employees of, or employee of the MLPconsultants to, the Borrower or any Subsidiary of (or to their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to purchase, redeem, retire or acquire the Equity Interests in the Borrower or, to the extent held by such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposesPersons; provided, provided that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) Restricted Payments made by the Borrower shall not exceed the sum of (A) $4,000,000 in any fiscal year $5,000,000 of the Borrower and (plus B) the amount in any fiscal year of net the Borrower equal to the cash proceeds of key man life insurance policies received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any Subsidiary after the date hereof; provided, further, that any unused portion of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made the amount calculated pursuant to this subsection clauses (e), (iA) no Default or Event of Default shall have occurred or be continuing and (iiB) above for any fiscal year of the Borrower shall may be in compliance with carried forward to succeeding fiscal years of the Incurrence TestBorrower; (f) payment the Borrower may purchase, redeem, retire or acquire in whole or in part any of management fees permitted to be paid pursuant to Section 7.7its Equity Interests for another class or series of its Equity Interests or with the proceeds of a substantially concurrent issuance of new Equity Interests; provided that both before such new Equity Interests are not Disqualified Capital Stock and after giving effect do not contain terms adverse in any material respects to any Restricted Payment made pursuant the interests of the Lenders as compared to this subsection (f)the terms contained in the Equity Interests so purchased, (i) no Default redeemed, retired or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Testacquired; (g) the Borrower may pay cash in lieu of fractional Equity Interests in connection with any payments dividend, split or combination of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a its Equity Interests or any Permitted Refinancing permitted pursuant to Section 7.1; andAcquisition (or similar investment); (h) the MLPBorrower may enter into and exercise its rights and perform its obligations under Permitted Call Spread Swap Agreements; (i) in addition to the foregoing Restricted Payments, the Borrower and the Restricted its Subsidiaries may make any other Restricted Payments not to allow exceed, together with the aggregate amount of all prepayments, redemptions, purchases, defeasances and other payments made pursuant to Section 6.09(a)(v), $75,000,000 during the term of this Agreement; and (j) in addition to the foregoing Restricted Payments, the Borrower and its Subsidiaries may make any other Restricted Payment so long as (i) no Event of Default has occurred and is continuing prior to such Restricted Payment or would arise after giving effect thereto (including giving effect thereto on a pro forma basis) and (ii) after giving effect to such Restricted Payment and any related incurrence of Indebtedness on a pro forma basis, the Total Leverage Ratio is less than or equal to 3.00 to 1.00. Notwithstanding anything in this Agreement to the contrary, the foregoing provisions of Section 6.07 shall not prohibit the payment of cash in lieu any dividend by the Borrower within sixty (60) days after the date of declaration of such dividend if at the issuance date of fractional shares upon such declaration such payment would have complied with the exercise provisions of options or, warrants or rights or upon this Section 6.07; provided that any such dividend shall be deemed for purposes of this Section 6.07 to have been made on the conversion or exchange date of or into Capital Stock such declaration unless such dividend is not actually made within sixty (60) days after the date of the MLPsuch declaration.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare or make, or agree to pay or makeMake, directly or indirectly, any Restricted Payment, exceptexcept that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Person that owns Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment made pursuant to this subsection (a), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agentis being made; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted each Subsidiary to the Borrower may declare and make dividend payments or to another Restricted Subsidiary that is a wholly-owned Subsidiary other distributions payable solely in common Equity Interests of the Borrowersuch Person; (c) the Borrower and its Subsidiaries may make non-cash Restricted Payments made by any Restricted Subsidiary pursuant to the owners and in accordance with stock option plans or other benefit plans for management, employees or other eligible service providers of the Capital Stock Borrower and its Subsidiaries or in connection with a Permitted Acquisition involving the issuance of such Restricted Subsidiary, pro rata based on Equity Interests of the ownership Borrower to its employees or other eligible service providers outside of Capital Stock of such Restricted Subsidiarya stock option or benefit plan that are subject to vesting and forfeiture conditions; (d) Restricted Payments payable by the MLP, the Borrower may distribute rights pursuant to a stockholder rights plan or any Restricted Subsidiary solely redeem such rights, provided that such redemption is in interests accordance with the terms of any of its Capital Stock other than Disqualified Capital Stocksuch stockholder rights plan; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchaseBorrower may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issuance of its Equity Interests; (f) the Borrower may repurchase or retirepay 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 Subordinated Debt Securities); (g) any Capital Stock the Borrower and its Subsidiaries may pay withholding taxes in connection with the retention of the MLP, Equity Interests pursuant to equity-based compensation plans; (h) the Borrower or any of its Restricted Subsidiaries held by any current Subsidiary may receive or former officer, director, consultant, or employee of accept the MLP, return to the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf Equity Interests of the MLP, the Borrower or any other Loan Party, any employee Subsidiary constituting a portion of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, purchase price consideration in settlement of indemnification claims; (i) the Borrower or any other Restricted Subsidiary may pay cash in lieu of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates fractional shares in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect the conversion of any Equity Interests or make cash settlement payments upon the exercise of warrants to any Restricted Payment made pursuant to this subsection purchase its Equity Interests or “net share settle” warrants; (e), (i) no Default or Event of Default shall have occurred or be continuing and (iij) the Borrower shall be in compliance with the Incurrence Testmay make payments or distributions to dissenting stockholders as required by applicable Law; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (iik) the Borrower shall be in compliance with the Incurrence Test; (g) may enter into, exercise its rights and perform its obligations under any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1Call Spread Swap Agreements; and (hl) the MLP, Borrower may make other Restricted Payments in an aggregate amount during any fiscal year of the Borrower and the Restricted Subsidiaries may make Restricted Payments not to allow the payment of cash in lieu exceed eighty percent (80%) of the issuance of fractional shares upon Borrower’s Consolidated Net Income for the exercise of options or, warrants or rights or upon fiscal year immediately preceding the conversion or exchange of or into Capital Stock of the MLPdate on which such Restricted Payment is made.

Restricted Payments. The MLP Parent, OP LLC and the Borrower will not, and will not permit any of their Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital or make any distribution of its Property to its Equity Interest holders, except: (a) Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower Parent and OP LLC may declare and pay dividends with respect to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments its Equity Interests payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any additional shares of its Capital Stock Equity Interests (other than Disqualified Capital Stock;), (eii) repurchases, redemptions or Subsidiaries (other acquisitions or retirements for value of (or Restricted Payment to than the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retireGeneral Partner) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries Parent may declare and pay dividends ratably with respect to their Equity Interests, (iii) the Parent and OP LLC may make Restricted Payments pursuant to the MLP, the Borrower and in accordance with stock option plans or any other Restricted Subsidiary of the Borrower the proceeds of which are used benefit plans for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers management or employees of the MLPBorrower and its Subsidiaries, (iv) the Parent, OP LLC and the Borrower or any of its Affiliates may make payments to former employees in connection with permitted the termination of such former employee’s employment in an aggregate amount not to exceed $250,000 in any calendar year for the purpose of repurchasing Equity Interests in any member of the Parent, OP LLC or the Borrower, as applicable, issued to such former employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default stock option plans or Event other benefit plans for management or employees of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and its Subsidiaries, (v) the Restricted Subsidiaries Parent may pay the purchase price for any Permitted Bond Hedge Transaction(s), (vi) the Parent may pay cash and/or deliver common stock upon the settlement, termination or redemption of any Permitted Warrant Transaction(s), (vii) the Parent may pay cash and/or deliver common stock in satisfaction of the Parent’s obligations in respect of the Convertible Notes whether upon conversion of such securities, upon the occurrence of a change of control (or similar event, however so defined by the terms of such securities) or other customary mandatory prepayment or redemption event permitted by Section 9.02(j)(vii), upon repurchase of such securities pursuant to a Redemption thereof otherwise permitted by this Agreement or at maturity of such securities, (viii) the General Partner may declare and make Restricted Payments to allow any other Credit Party, and (ix) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing, the payment General Partner may declare and make Restricted Payments in cash ratably with respect to all of cash in lieu its Equity Interests (inclusive of the issuance of fractional shares upon Class A Units (as defined in the exercise of options or, warrants or rights or upon General Partners LLC Agreement) and the conversion or exchange of or into Capital Stock of the MLPClass B Units.

Restricted Payments. The MLP and the Borrower will shall not, and will not nor shall it permit Global Medical REIT or any of their Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except; provided that: (a) Restricted Payments by Commencing with the MLP up Fiscal Quarter ending December 31, 2018, Global Medical REIT may declare or make cash distributions to its equity holders in an aggregate amount not to exceed the greater of (i) ninety-five percent (95%) of Global Medical REIT’s Adjusted FFO for each Fiscal Quarter ending thereafter; or (ii) the amount necessary for Global Medical REIT to be able to make distributions required to maintain its status as a REIT and to avoid the imposition of Available Cashany 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 Global Medical REIT; provided that both before and after giving effect to any (x) during the continuance of an Event of Default, Restricted Payment Payments made pursuant to this subsection clause (a) shall not exceed the amounts described in clause (ii), (i) no Default or Event of Default shall have occurred or be continuing and (iiy) following a Bankruptcy Event with respect to the Borrower or the acceleration of the Obligations, Global Medical REIT shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agentnot make any cash distributions; (b) the Borrower may make Restricted Payments made by (i) the Borrower ratably to the MLP, and holders of its Equity Interests to permit Global Medical REIT to make the Restricted Payments permitted under clause (iia) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrowerabove; (c) each Subsidiary may make Restricted Payments made by any Restricted Subsidiary ratably to the owners holders of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiaryits Equity Interests; (d) Restricted Payments payable by the MLPGlobal Medical REIT, the Borrower or any Restricted Subsidiary 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 Capital Stock other than Disqualified Capital Stockequity interests; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLPGlobal Medical REIT, the Borrower and the Restricted Subsidiaries each Guarantor may make Restricted Payments to allow the payment of cash payments in lieu of the issuance of fractional shares upon representing insignificant interests in connection with the exercise of warrants, options oror other securities convertible into or exchangeable for equity interests of Global Medical REIT, warrants the Borrower or rights or upon any Subsidiary; (f) so long as no Change of Control results therefrom, Global Medical REIT, the conversion or exchange Borrower and each Subsidiary may make Restricted Payments in connection with the implementation of or into Capital Stock pursuant to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation; (g) so long as no Change of Control results therefrom, the Borrower and each Subsidiary that is a Guarantor may make dividends or distributions to allow Global Medical REIT to make payments in connection with share purchase programs, to the extent not otherwise prohibited by the terms of this Agreement; and (h) Global Medical REIT may exercise any redemption or conversion rights with respect to its Equity Interests in accordance with the terms of the MLPgoverning documents setting out any such rights.

Restricted Payments. The MLP and the Borrower will not, and nor will not the Borrower permit any of their Restricted its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any (i) Restricted Payment, except: (a) Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Subsidiaries may declare and pay or make Capital Distributions that are payable solely in additional shares of its common stock (or warrants, options or other rights to acquire additional shares of its common stock); (i) any Subsidiary of the Borrower may declare and pay or make Capital Distributions to the Borrower or any other Subsidiary, as applicable (provided, (A) in the case of a Restricted Subsidiaries held Payment by a non-wholly owned Subsidiary of the Borrower, to each owner of Equity Interests of such Subsidiary based on their relative ownership interests and (B) in the case of a Restricted Payment by any current or former officerSubsidiary Guarantor, director, consultant, or employee of the MLP, such Restricted Payment may be made only to the Borrower or any Subsidiary of Guarantor) and (ii) to the extent constituting a Restricted Payment, the Borrower orand its Subsidiaries may make Investments permitted by Section 7.05; (c) the Borrower may, or may make Restricted Payments or other distributions to Holdings or any Intermediate Holdco in the amount required for such entity (or any Parent Entity) to (i) make any payment under the Indemnification Agreement or to pay customary fees and operating expenses (including those respect to accounting, legal, director, corporate reporting and similar administrative functions, but excluding the payment of interest and fees in respect of Indebtedness of Holdings, any Intermediate Holdco or any Parent Entity of Holdings) and to pay other customary fees, and expenses necessary to maintain its corporate existence and franchises plus any actual, reasonable and customary indemnification claims made by directors or officers of Holdings, any Intermediate Holdco or any Parent Entity of Holdings, (ii) to pay franchise taxes, (iii) to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity issuance or offering or debt issuance, incurrence or offering, Disposition or acquisition, Investment or other transaction permitted by this Agreement, (iv) to pay customary salary, bonus and other benefits payable to officers, employees and consultants of Holdings, any Intermediate Holdco or any Parent Entity of Holdings to the extent such Capital Stock was issued as compensation for services rendered on behalf salaries, bonuses and other benefits are attributable solely to the ownership or operation of the MLPBorrower and its Subsidiaries; and (v) that necessary to consummate the Transactions or the proceeds of which shall be distributed in connection with the Transactions; (d) the Borrower may make Restricted Payments or other distributions in the amount required for Holdings, any Intermediate Holdco (or any Parent Entity) to (A) pay Taxes owing by it, the Borrower or and any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower as part of a consolidated group, (B) unless a Default or Event of Default has occurred and is continuing or would result therefrom, effect the proceeds repurchase, redemption, acquisition, cancellation or other retirement for value of which are used the Equity Interests in Holdings (or any Parent Entity) or its Subsidiaries or to effect the termination of options to purchase Equity Interests of Holdings (or any Parent Entity), in each instance, held by any employee or owner of an Affiliated Dental Practice, a former or current directors, officers, consultants, managers and employees (or their estates, spouses or former spouses successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any Parent Entity) or its Subsidiaries and (C) pay Taxes of such directors, officers, consultants, managers and employees (or their estates, spouses or former spouses successors, executors, administrators, heirs, legatees or distributees) in connection with any such repurchase, redemption, acquisition, cancellation or other retirement for such purposesvalue referred to in clause (B) above; providedprovided that, that the aggregate amount of such purchases or redemptions all cash paid pursuant to clauses (B) and (C) above in cash under this Section 7.5(e) shall any calendar year does not exceed in any fiscal year the sum of (i) $5,000,000 3.5 million, plus (plus the amount of net proceeds received ii) all Net Cash Proceeds obtained by the MLP or the Borrower during such calendar year from sales the sale of Capital Stock of the MLP such Equity Interests to directorsother present or former officers, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates and directors in connection with any permitted employee compensation and incentive arrangements)arrangements plus (iii) all net cash proceeds obtained from any key-man life insurance policies received during such calendar year; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e)notwithstanding the foregoing, (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu 100% of the issuance unused amount of fractional shares upon the exercise payments in respect of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLP.this

Restricted Payments. The MLP and the Neither Borrower will not, and will not permit nor any of their its Restricted Subsidiaries to, declare or make, or agree to pay or makeshall, directly or indirectly, declare or make any Restricted PaymentPayment at any time, except, without duplication: (a) Borrower or any Restricted Subsidiary may make Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made extent permitted pursuant to this subsection (aSection 2.09(b)(ii), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary of Borrower may declare and make Restricted Payments to the Borrower or to another Restricted any Wholly Owned Subsidiary that of Borrower which is a wholly-owned Subsidiary of the BorrowerRestricted Subsidiary; (c) Restricted Payments made by 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 owners Person making such Restricted Payments receives at least its proportionate share thereof (based upon its relative ownership of the Capital Stock of such Restricted Subsidiary, pro rata based on subject Equity Interests and the ownership of Capital Stock of such Restricted Subsidiaryterms thereof); (d) Borrower and its Restricted Subsidiaries may (i) make Restricted Payments payable in connection with the Wynn Group Reorganization and (ii) engage in transactions to the extent permitted by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital StockSection 10.04 and Section 10.05; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of and its Restricted Subsidiaries held 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 any current 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, consultant, director or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, pursuant to the extent such Capital Stock was issued as compensation for services rendered on behalf terms of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposeslike agreement; provided, however, that the aggregate amount of such purchases or redemptions in cash payments under this Section 7.5(eclause (f) shall not exceed $20.0 million in any fiscal year $5,000,000 of Borrower; (plus g) Borrower and its Restricted Subsidiaries may (i) repurchase (or make Restricted Payments in respect thereof) Equity Interests (including those issued by Wynn Resorts or such other parent entity of Borrower) to the amount extent deemed to occur upon exercise of net proceeds received by stock options, warrants or rights in respect thereof to the MLP or the Borrower during extent such calendar year from sales of Capital Stock Equity Interests represent a portion of the MLP 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 directorsbe payable by any present or former member of management, consultantsdirector, officers officer, employee, or employees consultant of the MLP, the Borrower or any of its Affiliates Subsidiaries or Wynn Resorts or such other parent entity of Borrower or family members, spouses or former spouses, heirs of, estates of or trusts formed by such Persons in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), clause (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test); (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the its Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock Equity Interests, or payments or distributions to dissenting stockholders pursuant to applicable law (in each case, including with respect to Wynn Resorts or such other parent entity of Borrower); (i) so long as immediately before and after giving effect thereto (A) no Event of Default has occurred and is continuing and (B) the Consolidated Fixed Charge Coverage Ratio is greater than or equal to 2.00:1.00 on a Pro Forma Basis as of the MLPmost recent Calculation Date, Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed (i) the Initial Base Restricted Payments Amount on such date, plus (ii) the Available Amount; (j) to the extent constituting Restricted Payments, Borrower may make payments to counterparties under Swap Contracts entered into in connection with the issuance of convertible or exchangeable debt; (k) Borrower and its Restricted Subsidiaries may make Tax Payments to the direct or indirect owners of Borrower or any of the Restricted Subsidiaries; (l) Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed the Initial Base Junior Financing Prepayments Amount; (m) Borrower may pay Allocable Overhead to Wynn Resorts in respect of each Qualifying Project of Borrower and its Restricted Subsidiaries; (n) Borrower and its Restricted Subsidiaries may pay Management Fees and IP Licensing Fees; (o) Borrower may on the Closing Date make Restricted Payments in order to consummate the Closing Date Refinancing; (p) Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed the Available Equity Amount; (q) Borrower may make ordinary course dividends or distributions to Wynn Resorts in an amount not to exceed $1,000.0 million in the aggregate in any fiscal year; provided that with respect to any unused amounts in any fiscal year, the unused amount from such fiscal year may be carried forward to the immediately subsequent two fiscal years; provided further, that during any such subsequent fiscal year, Borrower shall utilize any carried over amount before using the permitted amount for such fiscal year; (r) so long as (i) immediately before and after giving effect thereto no Event of Default under Section 11.01(b), 11.01(c), 11.01(g), or 11.01(h) has occurred and is continuing and (ii) after giving effect thereto the Consolidated Total Net Leverage Ratio will not exceed 5.50:1.00 calculated on a Pro Forma Basis as of the most recent Calculation Date, Borrower and its Restricted Subsidiaries may make additional Restricted Payments; (s) so long as (i) immediately before and after giving effect thereto no Event of Default has occurred and is continuing and (ii) after giving effect thereto Borrower is in compliance with the Financial Maintenance Covenant (regardless of whether then applicable) on a Pro Forma Basis as of the most recent Calculation Date, Borrower and its Restricted Subsidiaries may make additional Restricted Payments in an amount not to exceed the Excess Dividend Amount on such date; and (t) Borrower and the Restricted Subsidiaries may make payments of amounts necessary to repurchase or retire Equity Interests of Borrower or any Subsidiary (or of Wynn Resorts or any applicable parent entity) to the extent required by any Gaming Authority in order to avoid the suspension, revocation or denial of a Gaming License by that Gaming Authority; provided that, in the case of any such repurchase of Equity Interests of Borrower or any Subsidiary (or of Wynn Resorts or any applicable parent entity), if such efforts do not jeopardize any Gaming License, Borrower or any such Subsidiary will have previously used commercially reasonable efforts to attempt to find a suitable purchaser for such Equity Interests and no suitable purchaser acceptable to the applicable Gaming Authority and Borrower was willing to purchase such Equity Interests on terms acceptable to the holder thereof within a time period acceptable to such Gaming Authority.

Restricted Payments. The MLP and the Borrower will notNo Credit Party shall, and will not no Credit Party shall suffer or permit any of their Restricted its Subsidiaries to, (i) declare or makemake any dividend payment or other distribution of assets, properties, cash, rights, obligations or agree securities on account of any Share or Share Equivalent or (ii) purchase, redeem or otherwise acquire for value any Share or Share Equivalent now or hereafter outstanding (the items described in clauses (i) and (ii) above are referred to as "Restricted Payments"); except that: (a) any U.S. Subsidiary or any Mexican Subsidiary may declare and pay dividends to any U.S. Credit Party; (b) any Canadian Subsidiary may declare and pay dividends or makemake trust distributions to any Credit Party; (c) RA Intermediate may declare and make dividend payments or other distributions payable solely in its Shares or Share Equivalents; (d) (i) each Subsidiary of Real Alloy Holding may make distributions to Real Alloy Holding, (ii) Real Alloy Holding may make distributions to RA Intermediate and (iii) RA Intermediate may make distributions to its members, in the case of clauses (ii) and (iii) above provided that each of the Permitted Payment or Distribution Conditions are satisfied; (e) for any taxable period in which any Credit Party and/or any of its Subsidiaries is a member of a consolidated, combined, unitary or similar type income tax group of which Parent is the common parent (a "Tax Group"), the Borrowers and their Subsidiaries may make distributions, directly or indirectly, any Restricted Paymentto Real Alloy Holding, except: (a) Restricted Payments by Real Alloy Holding may make distributions to RA Intermediate, and RA Intermediate may make distributions to Parent to permit the MLP up to payment of federal, state, local and foreign income Taxes then due and payable, including required estimated payments, and franchise Taxes and other similar licensing expenses incurred in the Ordinary Course of Business; provided that the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) no Default or Event of Default such distribution shall have occurred or not be continuing and (ii) greater than the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock amount of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments Taxes or expenses that would have been due and payable by the MLPCredit Parties and their relevant Subsidiaries had the Borrowers not filed a consolidated, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchasescombined, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement unitary or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary type return as part of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Testa Tax Group; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test[Intentionally Omitted]; (g) [Intentionally Omitted]; (h) each Subsidiary of Real Alloy Holding may declare and make Restricted Payments to Real Alloy Holding and Real Alloy Holding may declare and make Restricted Payments to RA Intermediate so that RA Intermediate may, and RA Intermediate shall be permitted to, make payments permitted by Section 5.7; and (i) any payments Subsidiary that is not a Credit Party may make distributions (directly or indirectly) to Real Alloy Holding or any other Subsidiary of Real Alloy Holding, provided that (i) such distributions are applied to the payment of principal and or interest with in respect of Indebtedness permitted pursuant to Indebtedness subordinated in right of payment to the Obligations, but only Section 5.5 (except to the extent that such payments distributions are permitted made pursuant to the any tax repatriation holiday permitted by applicable subordination agreement law) and payments of principal, interest, fees and premiums thereon (ii) such distributions are not funded with proceeds of a Permitted Refinancing Investments permitted pursuant to Section 7.1; and (hunder Sections 5.4(b)(vi) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLP5.4(b)(vii).

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare Declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, exceptexcept that: (a) each Subsidiary may make Restricted Payments by the MLP up to the amount Borrowers, the Guarantors or any Subsidiary of Available Cashthe Borrowers and any other Person that owns an Equity Interest in such Subsidiary, ratably, in the case of such other Persons that are not Borrowers or Subsidiaries, according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; and each Borrower may make Restricted Payments to any other Borrower or any Subsidiary that owns an Equity Interest in such Borrower; (b) the Borrowers and each Subsidiary may declare and make dividend payments or other distributions to the extent paid or payable solely in the common stock or other common Equity Interests of such Person; provided that both before the limitations set forth in this clause (b) shall not prohibit the making of cash payments in connection with any dividend or other distribution paid or payable in common stock or other common Equity Interests of such Person so long as such cash payment is not otherwise prohibited by the terms of the Loan Documents; (c) the Borrowers and after giving effect to each Subsidiary may purchase, redeem or otherwise acquire any Restricted Payment made pursuant to this subsection (a)Equity Interests of the Borrowers or any Subsidiary; provided, (i) that, at the time or as a result thereof there shall exist no Default or Event of Default shall have occurred Default. Notwithstanding the foregoing, in no event may the Commitment be used to fund the purchase, redemption or other acquisition of REIT common stock, except to the limited extent that if Net Disposition Proceeds which otherwise would be continuing permitted to be used to purchase, redeem or otherwise acquire such common stock and are designated to be so used but for an interim period are instead used to pay down the Revolving Loans, then an equal amount of the Commitment may be borrowed (iiin accordance with this Agreement) to purchase, redeem or otherwise acquire such common stock for a period ending 60 days after such repayment; and (d) the Borrower shall be Borrowers and each Subsidiary may declare or make dividends and distributions (excluding those dividends and distributions otherwise permitted under this Section 7.06) in compliance with an aggregate amount that do not exceed the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by greater of (i) the Borrower to the MLPduring any four consecutive fiscal quarter period for which financials are available, 95% of Funds From Operations for such four consecutive fiscal quarter period, and (ii) with respect to any tax year of the REIT, such amount as may be necessary for the REIT to maintain REIT Status for such tax year; provided that, notwithstanding the foregoing, the Borrowers may also make Restricted Subsidiary Payments (so long as no Default exists or would arise as a result of such Restricted Payment) in an amount equal to the Borrower or amount that would need to another Restricted Subsidiary that is a wholly-owned Subsidiary be distributed to all of the Borrower; Borrowers’ partners or shareholders in order for the REIT to make the minimum distributions required to be distributed to its shareholders under the Code (A) to avoid the payment of taxes imposed under Code Section 857(b)(1) and 4981 of the Code, and (B) to avoid the payment of taxes imposed under Section 857(b)(3) of the Code. Nothing in Sections 7.06(a), (b) (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; or (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; shall prohibit (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retireA) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the any Borrower orfrom making tender offers for or otherwise acquiring for value any Equity Interests, to the extent such Capital Stock was issued as compensation for services rendered on behalf now or hereafter outstanding, of the MLP, the any Borrower or any other Loan Party, Subsidiary of any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the which were not issued by such acquiring Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e(B) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made by any Person pursuant to this subsection (e)such Person’s Organization Documents, (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to including any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds from Dispositions of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPassets.

Restricted Payments. The MLP and the Borrower Parent will not, and will not permit any of their Restricted its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: except (a) Parent or any Subsidiary may declare and pay dividends or other distributions with respect to its Equity Interests payable solely in shares of its Qualified Equity Interests or options to purchase Qualified Equity Interests; (b) Subsidiaries may declare and make Restricted Payments by the MLP up (i) ratably with respect to the amount of Available Cashtheir Equity Interests; provided that both before and after giving effect to any Restricted Payment made pursuant by (x) the Borrower under this clause (b)(i) shall only be permitted to this subsection the extent the proceeds thereof are used by Parent or a Subsidiary to make a Restricted Payment in reliance on clause (ac), (d), (g) or (h) of this Section 6.04 or to pay overhead and administrative expenses of any direct or indirect parent company of the Borrower attributable to its ownership of the Borrower or (y) any Loan Party to any Permitted Subsidiary Holding Company shall only be permitted to the extent such proceeds are distributed or otherwise paid over to the Borrower or another U.S. Loan Party or otherwise used to pay overhead and administrative expenses of such Permitted Subsidiary Holding Company, (ii) to Parent or any of its Subsidiaries to pay income taxes attributable to Parent and its Subsidiaries or (iii) to consummate the transactions contemplated under the definition of Permitted Domestic Reorganization; (c) Parent may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for present or former officers, directors, consultants or employees of Parent and its Subsidiaries (i) no Default or Event of Default shall have occurred or be continuing in existence on the Restatement Effective Date and listed on Schedule 6.04 and (ii) other such plans adopted following the Borrower shall be Effective Date in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered an aggregate amount pursuant to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and this subclause (ii) not to exceed $125,000,000 in any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; fiscal year (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock with unused amounts of such Restricted Subsidiary, pro rata based on base amount available for use in the ownership of Capital Stock of such Restricted Subsidiary; next succeeding fiscal year); (d) Restricted Payments payable by made to consummate the MLP, Transaction (as defined in the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; Original Credit Agreement); (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit extent constituting Restricted Payments, Parent and the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held may enter into and consummate transactions expressly permitted by any current or former officer, director, consultant, or employee provision of the MLP, the Borrower Section 6.07 (other than Section 6.07(a)); (f) repurchases of Equity Interests in Parent or any Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (g) Parent and its Subsidiaries may make other Restricted Payments in an aggregate amount not to exceed the sum of (x) $1,000,000,000 (in the aggregate with payments made under Section 6.06(a)(iv)(x)) plus (y) the Available Amount; provided that no Restricted Payments shall be permitted under the foregoing clause (g) unless (i) no Event of Default has occurred and is continuing or would arise after giving effect thereto and (ii) in the case of the foregoing clause (y), on a Pro Forma Basis the Borrower orwould be in compliance with Section 6.09 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b); (h) following the first initial public offering of the common Equity Interests of Parent, dividends or distributions in an aggregate amount not to exceed 6% of the net cash proceeds received by Parent in connection with such initial public offering, (i) (x) tax distributions relating to the Transaction in an amount not to exceed the maximum amount disclosed to the Administrative Agent prior to the Effective Date and (y) prior to an initial public offering of the common Equity Interests of Parent, tax distributions (other than those in connection with the Transaction (as defined in the Original Credit Agreement) or tax distributions made as a result of a Restricted Payment made in reliance on clause (g) above) to members of Parent in accordance with the terms of Parent’s partnership agreement as in effect on the Effective Date or as amended in any manner that is not adverse in any material respect to the Lenders, (j) distributions made since the Effective Date (x) to pay expenses in connection with the formation of Parent and/or consummating (or attempting to consummate) the initial public offering of the Equity Interests of Parent and (y) (i) in amounts required for Parent to pay fees and expenses (including franchise or similar taxes) required to maintain its corporate existence, customary salary, bonus and other benefits payable to, and indemnity provided on behalf of, officers and employees of Parent, and general corporate overhead expenses of Parent, in each case to the extent such Capital Stock was issued as compensation for services rendered on behalf fees, expenses, salaries, bonuses, benefits and indemnities are attributable to the ownership or operation of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant Parent and its Subsidiaries and (ii) in amounts required for Parent to pay fees and expenses related to any unsuccessful equity subscription agreementor debt offering of Parent, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay (k) other Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary so long as (x) no Event of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(eDefault has occurred and is continuing and (y) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any such Restricted Payment made pursuant Payment, on a Pro Forma Basis the Consolidated Leverage Ratio would be less than or equal to this subsection (e), (i) no Default 1.5 to 1.0 as of the last day of the most recent fiscal year or Event of Default shall fiscal quarter for which financial statements have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid been delivered pursuant to Section 7.7; provided that both before 5.01(a) or 5.01(b) and after giving effect to (l) any Restricted Payment Payments made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of during a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPCovenant Suspension Period.

Restricted Payments. The MLP and the Borrower will not, and will not permit any of their Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, exceptexcept that: (a) (i) each Subsidiary may make Restricted Payments by the MLP up to the amount Borrower and any Guarantor that owns an Equity Interest in such Subsidiary, (ii) so long as no Default shall have occurred and be continuing or would result therefrom, each Subsidiary may make Restricted Payments to the Borrower, the Guarantors and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of Available Cashthe type of Equity Interest in respect of which such Restricted Payment is being made and (iii) for so long as such Subsidiary is a member of a group filing a consolidated, combined or unitary return with the Borrower, such Subsidiary may make Restricted Payments to the Borrower and any other holder of direct Equity Interests of such Subsidiary permitted hereunder in order to pay consolidated, combined or unitary federal, state or local taxes which payments by such Subsidiary are not in excess of the tax liabilities that would have been payable by such Subsidiary and its Subsidiaries on a stand-alone basis; (b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests or Indebtedness permitted pursuant to Section 6.03(f); (d) each Immaterial Subsidiary may make Restricted Payments to any Loan Party or another Immaterial Subsidiary; (e) the Borrower or any of its Subsidiaries may purchase (i) Equity Interests in any Loan Party or options with respect to Equity Interests in any Loan Party held by directors, employees or management of the Borrower or any of its Subsidiaries (or their estates or authorized representatives) in connection with the death, disability or termination of employment of any such directors, employees or management and (ii) Equity Interests in any Loan Party for the purpose of holding such Equity Interest for future issuance under an employee stock plan; provided that both before and after giving effect to any Restricted Payment the aggregate amount of all such payments made pursuant to this subsection (a), under clauses (i) and (ii) after the Closing Date do not exceed $25,000,000 in any fiscal year and $50,000,000 in the aggregate; provided, further, that any such amount permitted to have been made but not made in the preceding fiscal years may be carried over and used in any subsequent fiscal year; (f) the Borrower may purchase shares of its capital stock in the event that one of its shareholders is or becomes a telecommunications service provider or an affiliate thereof (in each case as defined in the Borrower’s Restated Certificate of Incorporation) and is required to divest its shares in accordance with the terms of the Borrower’s Restated Certificate of Incorporation; (g) [Intentionally Omitted]; (h) so long as no Default or Event of Default shall have occurred or and be continuing and (ii) or would immediately result therefrom, the Borrower shall be and each Subsidiary may declare and make dividend payments in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered an aggregate amount not to the Administrative Agentexceed $100,000,000 per fiscal year; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued so long as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or and be continuing and (ii) or would immediately result therefrom, the Borrower shall be in compliance with may make other Restricted Payments, provided that, after giving Pro Forma Effect thereto (including any Indebtedness incurred to finance any such Restricted Payment), the Incurrence TestConsolidated Leverage Ratio as of the end of the most recently ended fiscal quarter, is less than 2.00 to 1.00; (fj) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) so long as no Default or Event of Default shall have occurred or and be continuing and or would immediately result therefrom, the Borrower may make, during the period from the Closing Date to the latest Termination Date, other Restricted Payments in an aggregate amount not to exceed $125,000,000 or if, after giving Pro Forma Effect thereto (iiincluding any Indebtedness incurred to finance any such Restricted Payment), the Consolidated Secured Leverage Ratio as of the end of the most recently ended fiscal quarter is less than 3.00 to 1.00, $200,000,000; (k) the Borrower shall be may make other Restricted Payments in compliance an aggregate amount that, when aggregated with the Incurrence TestInvestments made under Section 6.02(n), in each case during the period from the Closing Date to the latest Termination Date, shall not exceed $10,000,000; (gl) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower and any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds its Subsidiaries may repurchase Equity Interests of a Permitted Refinancing Subsidiary from any Person other than the Borrower and its Subsidiaries so long as the resulting Investment would otherwise be permitted pursuant to under Section 7.16.02; (m) the Borrower may make Restricted Payments in connection with the simultaneous exercise by officers, directors and employees of warrants, options and similar instruments, and other Restricted Payments in connection with employee compensation plans; and (hn) the MLP, the Borrower and the Restricted Subsidiaries may make additional Restricted Payments to allow using the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPCumulative Equity Amount.

Restricted Payments. The MLP and the Borrower will not, and will not Directly or indirectly through any manner or means nor shall it permit any of their Restricted its Subsidiaries todirectly or indirectly through any manner or means, declare declare, order, pay, make or makeset apart, or agree to pay declare, order, pay, make or make, directly or indirectlyset apart, any sum for any Restricted Payment, exceptPayment except that: (a) any Subsidiary of the Parent may declare and pay dividends or make other distributions to the Parent or to its other Subsidiaries (and, in the case of a Restricted Payments Payment by ​ ​ a Subsidiary that is not a Wholly-Owned Subsidiary, to the Parent and any of its other Subsidiaries and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests of the relevant class of Equity Interests); (b) the Spanish Borrower may make regularly scheduled payments of interest in respect of the Senior Notes and the Senior Refinancing Notes in accordance with the terms of, and only to the extent required by the MLP up Senior Notes Documents or the Senior Refinancing Notes Documents, as applicable; (c) the Parent and its Subsidiaries, may (A) make repurchases of the Senior Notes, the Senior Refinancing Notes, or other unsecured Indebtedness of the Parent or its Subsidiaries; provided, that unless the Leverage Ratio (determined for any such period by reference to the amount of Available Cash; provided that both before and most recent Compliance Certificate delivered in accordance with Section 5.01(c) hereof) would not be greater than 3.75:1.00 after giving effect to such repurchase, the aggregate amount of payments under this paragraph (c) shall not exceed the Available Amount; and (B) redeem the Senior Notes in full with the Net Cash Proceeds of the Senior Refinancing Notes; (d) the Parent may purchase its common stock or common stock options from present or former officers, directors or employees of the Group upon the death, disability or termination of employment of such officer or employee, provided, that unless the Leverage Ratio (determined for any Restricted Payment made pursuant such period by reference to the most recent Compliance Certificate delivered in accordance with Section 5.01(c) hereof) would not be greater than 3.75:1.00 after giving effect to such purchase, the aggregate amount of payments under this subsection paragraph (a), d) (inet of any proceeds received by the Parent subsequent to the Closing Date in connection with resales of any common stock or common stock options so purchased) shall not exceed the Available Amount; (e) so long as no Default or Event of Default shall have occurred or and be continuing or shall be caused thereby, the Parent may declare and pay cash dividends with respect to its common stock (iiso long as such declared dividend is actually paid within ninety (90) days of such declaration) (i) so long as the Borrower Group shall be in compliance with the Incurrence Test, as demonstrated by financial covenant set forth in Section 6.07 (whether or not then tested) on a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and forma basis after giving effect to any such Restricted Payment made as of the last day of the Fiscal Quarter most recently ended, in the ordinary course of business consistent with past practices in an amount not to exceed in respect of any Fiscal Year, 40% of Consolidated Net Income for such Fiscal Year (unless the Parent has provided an irrevocable written notice to the Administrative Agent stating the Parent’s intention not to make any additional dividends with respect to such Fiscal Year, in which case the Parent may not make any further dividends with respect to such Fiscal Year pursuant to this subsection (eSection 6.04(e)(i)) which amounts may be paid in installments, (i) the first, no Default earlier than December of such Fiscal Year and the last, no later than the following Fiscal Year or Event of Default shall have occurred or be continuing and (ii) whether or not in the Borrower ordinary course so long as after giving effect thereto, the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered in accordance with Section 5.01(c) hereof) shall not be in compliance with the Incurrence Testgreater than 3.75:1.00; (f) payment the Parent may make repurchases of management fees permitted Equity Interests deemed to be paid pursuant occur upon the exercise of options, warrants, restricted stock units or similar rights if such Equity Interests represents all or a portion of the exercise price thereof or are deemed to Section 7.7; provided that both before and after giving effect occur in connection with ​ ​ the satisfaction of any withholding tax obligation incurred relating to any Restricted Payment made pursuant to this subsection (f)the vesting or exercise of such options, (i) no Default warrants, restricted stock units or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Testsimilar rights; (g) any Restricted Payment pursuant to or in connection with the Transactions; (h) Biomat and Biomat Newco may make regularly scheduled dividend payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to holders of their Biomat Class B Equity Interests in accordance with the extent that such payments are permitted pursuant to terms of the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1Biomat Class B Equity Governing Documents; and (hi) Biomat and Biomat Newco may redeem, retire or make a similar payment to purchase or otherwise acquire the MLP, Biomat Class B Equity Interests in accordance with the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu terms of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPBiomat Class B Equity Governing Documents.

Restricted Payments. The MLP At all times prior to the Investment Grade Changeover Date, the Parent Guarantor and the Borrower will not, and will not permit any of their the Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (a) Restricted Payments by return any capital to its holders of Equity Interests or make any distribution of its Property to its Equity Interest holders without the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary prior approval of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners Majority Lenders, except that: • each of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLPParent Guarantor, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments dividends or distributions with respect to the MLPits Equity Interests payable solely in additional Equity Interests (other than Disqualified Capital Stock), the Borrower or • any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation Parent Guarantor may declare and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest pay dividends ratably with respect to Indebtedness subordinated in right of payment to its Equity Interests, • the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLPParent Guarantor, the Borrower and the Restricted Subsidiaries may make Restricted Payments pursuant to allow the payment of cash and in lieu accordance with stock option plans or other benefit plans for management, employees, directors and consultants of the issuance Parent Guarantor, the Borrower and their Subsidiaries, • the Parent Guarantor may declare and pay dividends consisting of fractional shares upon Equity Interests in Unrestricted Subsidiaries, • any DrillCo that is an entity may declare and pay dividends or other distributions to DrillCo Parties as required by the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock terms of the MLPagreements governing such DrillCo, • the Parent Guarantor and the Borrower may make Restricted Payments if after giving effect thereto o the Parent Guarantor’s ratio of Total Debt to EBITDAX (calculated in accordance with Section 9.01(a)(i)) is equal to or less than 3.0 to 1.0 and o the Borrower would have liquidity (as defined in Section 9.04(b)(i)(B)(II)) equal to or greater than 15% of the then effective Borrowing Base, and • the Parent Guarantor may pay dividends and distributions to the holders of its Equity Interests, if and to the extent that o such dividend or distribution is paid within 75 days after the date of declaration thereof and o as of the date of such declaration, if such dividend or distribution had been paid as of such date of declaration, it would have been permitted under this Section 9.04(a).

Restricted Payments. The MLP and (a) Neither Holdings nor the Borrower will, nor will not, and will not Holdings permit any of their Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: or incur any obligation (acontingent or otherwise) Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a)do so, (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by except (i) the Borrower to and the MLP, and Subsidiaries (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (ethe Revolving Borrower) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay 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 Revolving Borrower may, or may make Restricted Payments to the MLPHoldings so that Holdings may (and Holdings may), the Borrower make Restricted Payments pursuant to and in accordance with stock option plans or any other Restricted Subsidiary benefit plans approved by Holdings’s board of the Borrower the proceeds of which are used directors for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers management or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLPHoldings, the Borrower and the Restricted Subsidiaries Subsidiaries, (iv) the Revolving Borrower may make Restricted Payments to allow 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 payment ordinary course and other permitted liabilities and (B) as shall be necessary to pay the Tax liabilities of cash in lieu Holdings directly attributable to (or arising as a result of) the operations of the issuance Borrower and the Subsidiaries; provided, however, that (1) the amount of fractional shares upon Restricted Payments pursuant to clause (B) of this clause (iv) shall not exceed the exercise amount that the Borrower and the Subsidiaries would be required to pay in respect of options orfederal, warrants State and local taxes were the Borrower and the Subsidiaries to pay such taxes as stand-alone taxpayers, (2) all Restricted Payments made to Holdings pursuant to this clause (iv) are used by Holdings for the purposes specified herein within ten Business Days after Holdings’s receipt thereof and (3) no Default shall have occurred and be continuing or rights or upon would result therefrom, (v) each of Holdings and the conversion or exchange Revolving Borrower may declare and pay dividends in respect of or into Capital Stock Qualified Equity Interests and/or trust preferred securities otherwise permitted hereunder and (vi) Holdings and the Revolving Borrower may make repurchases of the MLPcommon Equity Interests permitted by Section 6.04(n).

Restricted Payments. The MLP and the Borrower will notNo Credit Party shall, and will not no Credit Party shall suffer or permit any of their Restricted its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, Restricted Payments, except that any Restricted PaymentSubsidiary 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, exceptand except that: (a) the Borrower may (i) declare and make dividend payments or other Restricted Payments Payments, in each case, 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, such options, warrants or 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 MLP up to foregoing) of such Subsidiary (or the amount Borrower) or any of Available Cashits Subsidiaries; provided that both before and after giving effect to any the aggregate amount of Restricted Payment Payments made pursuant to this subsection clause (a)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 management of the Borrower, any of the Borrower’s direct or indirect parent companies or any of the Borrower’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of any of the Borrower’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement; (c) the Borrower may make distributions to make cash payments in lieu of issuing fractional shares in connection with the exercise of Equity Interests of such parentthe Borrower convertible into or exchangeable for Equity Interests of such parentthe Borrower; provided, however, that any such cash payment shall not be for the purpose of evading the limitations of this Agreement; (d) [reserved]on and after the satisfaction of the $300M Repayment Milestone and prior to January 1, 2026, the Borrower may redeem Twelfth Amendment Preferred Equity Interests and/or redeem, repurchase otherwise acquire outstanding common Equity Interests issued by the Borrower; provided that (i) the aggregate amount of Restricted Payments made pursuant to this clause (d) shall not exceed the lesser of (x) the Specified Available Amount at such time and (y) $57,250,000, (ii) no Default or Event of Default shall have occurred or and be continuing as of the date of any such Restricted Payment, (iii) the Revolving Credit Facility shall have been refinanced or replaced by a revolving credit facility with commitments of at least $50,000,000 on terms reasonably acceptable to the Required Lenders and there shall be no loans outstanding under such revolving credit facility as of the date of any such Restricted Payment, (iv) on a Pro Forma Basis after giving effect to such Restricted Payment, projected Liquidity for the twelve-month period immediately following such Restricted Payment (as calculated by the Borrower in good faith and adjusted to account for different asset divestiture scenarios) shall (A) not be less than (I) the levels set forth in the Twelfth Amendment Model minus (II) $30,000,000 and (iiB) not be less than $50,000,000 at any time, (v) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by covenant set forth in Section 6.2 on a Pro Forma Compliance Certificate delivered Basis after giving effect to the Administrative Agent; such Restricted Payment, (b) Restricted Payments made by (ivi) the Borrower Asset Coverage Ratio on a Pro Forma Basis after giving effect to such Restricted Payment for the MLPmost recently ended Test Period shall be greater than 2.80 to 1.00, (vii) on a Pro Forma Basis after giving effect to such Restricted Payment, the Consolidated Leverage Ratio shall be less than 8.50 to 1.00, and (iiviii) any Restricted Subsidiary to in the event the Borrower redeems, repurchases or otherwise acquires outstanding common Equity Interests pursuant to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; this clause (d) Restricted Payments payable by the MLP), the Borrower or any Restricted Subsidiary solely in interests shall substantially contemporaneously apply the same amount of any of its Capital Stock other than Disqualified Capital StockNet Proceeds to prepay the Term Loans on a dollar-for-dollar basis; (e) repurchases, redemptions or other acquisitions or retirements for value [reserved]; (f) repurchases of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, Equity Interests in the Borrower or any Subsidiary of the Borrower or, deemed to occur upon exercise of stock options or warrants constituting equity-based awards or the extent settlement or vesting of other equity-based awards if such Capital Stock was issued as compensation for services rendered on behalf Equity Interests represent a portion of the MLPexercise price of, the Borrower or any tax withholdings with respect to, such options, warrants or other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposesequity-based awards; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test;and (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLPconstituting Restricted Payments, the Borrower Credit Parties and the Restricted their Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options orenter into transactions expressly permitted by Sections 5.2, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLP5.3 and 5.6.

Restricted Payments. The MLP and the Borrower will notNo Loan Party will, and will not or permit any of their Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (a) Restricted Payments by the MLP up Borrowers may declare and pay dividends with respect to the amount their respective Equity Interests payable solely in additional shares of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agentits common stock; (b) Restricted Payments made by (i) the Borrower Subsidiaries may declare and pay dividends ratably with respect to the MLP, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrowertheir Equity Interests; (c) the Borrowers and their Subsidiaries may make Restricted Payments made by any Restricted Subsidiary pursuant to the owners and in accordance with stock option plans or other benefit plans for management or employees of the Capital Stock of Borrowers or such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted SubsidiarySubsidiaries; (d) Restricted Payments payable by the MLPfollowing repurchases of Equity Interests may occur so long as no Event of Default is then outstanding or would result therefrom and reasonable consideration is given therefor: (1) a non-Loan Party may repurchase its Equity Interests from a Loan Party, (2) a Loan Party may repurchase its Equity Interests from another Loan Party, (3) a non-Loan Party may repurchase its Equity Interests from another non-Loan Party, and (4) a Loan Party may repurchase its Equity Interests from a non-Loan Party Subsidiary so long as, solely for purposes of this clause (4), the Borrower or any aggregate consideration therefor, when taken together with all other Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock;Intercompany Transactions, does not exceed the Restricted Intercompany Transactions Amount. (e) repurchasesRestricted Payments under Permitted Corporate Restructuring Transactions and World Color Press Facilitating Transactions; (f) the Loan Parties may make a one-time cash payment on the Funding Date in an aggregate amount not in excess of the U.S. Dollar Amount of U.S$140,000,000 in connection with the World Color Press Acquisition (as such distribution appears in Schedule 5.08); (g) the Loan Parties may make payments necessary to consummate the World Color Press Acquisition (as such payments appear in Schedule 5.08), redemptions or other acquisitions or retirements including without limitation, paying the cash purchase price for value World Color Press of (or Restricted Payment up to the MLP U.S. Dollar Amount of U.S. $135,000,000; (h) Subchapter S Payments; and (i) in addition to permit the MLP to repurchaseforegoing, redeem so long as no Default is then outstanding or otherwise acquire or retire) any Capital Stock of the MLPwould result therefrom, the U.S. Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay make Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary in an annual aggregate amount not in excess of: (A) U.S. $10,000,000 during Fiscal Year 2010; (B) U.S. $60,000,000 during each of the Borrower the proceeds of which are used for such purposesFiscal Year 2011 and Fiscal Year 2012; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) Restricted Payments made during Fiscal Years 2010, 2011 and 2012 shall not exceed in any fiscal year an aggregate of U.S. $5,000,000 120,000,000, and (plus C) beginning with Fiscal Year 2013, up to 50% of Free Cash Flow for the amount of net proceeds received by immediately preceding Fiscal Year if the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directorsTotal Leverage Ratio, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both on a Pro Forma Basis immediately before and after giving effect to any such Restricted Payment made pursuant Payment, is greater than or equal to this subsection (e)2.75 to 1.00; provided, (i) no Default or Event that such 50% of Default Free Cash Flow limitation shall have occurred or be continuing and (ii) the Borrower shall not be in compliance with effect when the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both Total Leverage Ratio, on a Pro Forma Basis immediately before and after giving effect to any such Restricted Payment, is less than 2.75 to 1.00, and the only limitation at that time shall be that no Default is then outstanding or would result therefrom. Any amount permitted to be distributed, paid or remitted as a Restricted Payment made pursuant to this subsection (f)in a Fiscal Year that is not so distributed, (i) no Default paid or Event of Default remitted, may be distributed, paid or remitted in the next immediately succeeding Fiscal Year, and such amount shall have occurred or not be continuing and (ii) counted toward the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make annual cap on Restricted Payments to allow for the Fiscal Year in which such amount is distributed, paid or remitted. Any principal payment made in respect of cash in lieu of Subordinated Indebtedness or Unsecured Indebtedness shall reduce on a dollar-for-dollar basis the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPamounts available for Restricted Payments under Section 6.07(i).

Restricted Payments. The MLP and the Each Borrower will shall not, and will shall not permit any of their Restricted its Foreign Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, declare, order, pay, make or set apart any sum or property for any Restricted Payment or agree with any Person to restrict or place limitations on the right of each Borrower or any of its Foreign Subsidiaries to declare, order, pay, make or set apart any sum or property for any Restricted Payment, exceptexcept that: (a) the Parent Borrower may, subject to compliance with 9.3(h), purchase its registered capital stock then issued and outstanding; (b) Subsidiaries may make Restricted Payments by the MLP up to the amount Borrowers or another Subsidiary of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection the Borrowers which is not a Foreign Subsidiary; (a), (ic) so long as no Default or Event of Default shall have occurred or and be continuing and (ii) continuing, the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered payment of cash dividends to the Administrative Agent; (b) Restricted Payments made by (i) the Parent Borrower to the MLP, and (ii) any Restricted Subsidiary to the extent applied by Parent Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise retire or acquire equity or retireother ownership interests of Parent Borrower from its employees or directors (or their heirs or estates) or employees or directors (or their heirs or estates) of Parent Borrower or its Subsidiaries, in each case, pursuant to the terms of any Capital Stock stockholders agreement, employment agreement, severance agreement, employee stock option agreement or similar agreement in accordance with the provisions of any such arrangement as in effect on the MLPdate hereof, in an Aggregate amount pursuant to this paragraph (b) to all such employees or directors (or their heirs or estates) not to exceed $500,000 per fiscal year; (d) the payment of cash dividends to Parent Borrower (i) to the extent applied by Parent Borrower to pay reasonable and customary directors fees payable to, and indemnity provided on behalf of, the Board of Directors of Parent Borrower, indemnity provided on behalf of officers and employees of Parent Borrower and customary reimbursement of travel and similar expenses incurred in the ordinary course of business (without giving effect to any amendment or any of its Restricted Subsidiaries held by any current supplement thereto or former officermodification thereof), director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or(ii) in an aggregate not to exceed $250,000 per fiscal year, to the extent such Capital Stock was issued as compensation for services rendered on behalf applied by Parent Borrower to pay its general administrative expenses, including, without limitation, in respect of the MLPdirector fees and expenses, the administrative, legal and accounting services, or (iii) solely to enable Parent Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions make payments in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any holders of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (e), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries may make Restricted Payments to allow the payment of cash capital stock in lieu of the issuance of fractional shares upon of its capital stock in an aggregate amount not to exceed $200,000; and (e) Payments may be made pursuant to the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock of the MLPManagement Agreement.

Restricted Payments. The MLP and the Each Borrower will not, and will not permit any of their Restricted its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, except:that, so long as it is permitted by law and the Governing Documents of such Borrower or its Subsidiaries, (a) the Borrowers and their respective Subsidiaries may make Restricted Payments to purchase, redeem or otherwise acquire or retire any Equity Interests pursuant to a management or employee benefit plan in an aggregate amount not to exceed the greater of (x) 100,000,000 and (y) 0.75% of Consolidated Net Tangible Assets, measured as of the last day of the fiscal quarter ending prior to the date of such Restricted Payment for which financial statements have been delivered to the Agent, per fiscal year, (b) Parent and each Subsidiary may declare and make dividend payments or other distributions payable solely in Equity Interests (other than Disqualified Equity Interests), (c) (i) any Borrower may make Restricted Payments to another Borrower, (ii) any Subsidiary that is not a Borrower may make Restricted Payments to any Borrower or any Guarantor, (iii) any Subsidiary that is not a Loan Party may make Restricted Payments to any other Subsidiary and (iv) any Borrower (other than Parent) or any Subsidiary may make any Restricted Payments to its parent entity (or, if such Subsidiary is a non-wholly owned Subsidiary, to its parent entities on a pro rata basis based on its parents’ relative ownership interests), (d) [Reserved].Parent or any Subsidiary may make any Restricted Payment required pursuant to the terms of the Stelco Acquisition Agreement (in each case, as determined by Parent in good faith), (e) in addition to the MLP foregoing, Parent may make any other Restricted Payments so long as (i) the Payment Conditions are satisfied at the time declared and (ii) until such time as such Restricted Payment is made, a Reserve has been established by Agent in an amount equal to the Restricted Payment so declared; provided, that, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the foregoing conditions shall not be required to be satisfied with respect to Restricted Payments in an aggregate principal amount of up to the amount greater of Available Cash; provided that both before (x) $100,000,000 and after giving effect (y) 0.75% of Consolidated Net Tangible Assets, measured as of the last day of the fiscal quarter ending prior to the date of such prepayment for which financial statements have been delivered to the Agent, during any fiscal year, (f) Parent may make Restricted Payment made pursuant to this subsection Payments of the type described in clauses (a), b) and (c) of the definition thereof so long as (i) no Default or Event of Default shall have has occurred and is continuing or be continuing would result therefrom and (ii) for each of the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) 30 consecutive days immediately preceding such Restricted Payments made by (i) the Borrower to the MLPPayment, and (ii) any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of any of its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of (or Restricted Payment to the MLP to permit the MLP to repurchase, redeem or otherwise acquire or retire) any Capital Stock of the MLP, the Borrower or any of its Restricted Subsidiaries held by any current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (plus the amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any such Restricted Payment made pursuant to this subsection (e)Payment, (iA) no Default or Event of Default shall have occurred or be continuing Loans are outstanding, and (iiB) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (f)Liquidity is not less than $500,000,000, (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test;and (g) Parent or any payments of principal and interest with respect to Indebtedness subordinated in right of payment to the Obligations, but only to the extent that such payments are permitted pursuant to the applicable subordination agreement and payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (h) the MLP, the Borrower and the Restricted Subsidiaries Subsidiary may make any Restricted Payments to allow the payment of cash Payment 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 Capital Stock of the MLPconnection with a Qualified Receivables Transaction.