Common use of Restricted Payments Clause in Contracts

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) 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, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, Payment except that (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iiia) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans so long as (i) Completion shall have occurred, (ii) immediately after making such payment, the Debt Service Coverage Ratio for any Historical Test Period or other benefit plans for management or employees of Future Test Period shall not be less than 1.8:1.00, (iii) the Borrower and its SubsidiariesDebt Service Reserve Account is fully funded, (iv) the Borrower or any Restricted Subsidiary may make Restricted Payments shall be in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make compliance with all financial covenants on a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately proforma basis after giving effect to such Restricted Payment or expenditure (calculated on a proforma basis with respect to the Historical Test Period most recently ended and Future Test Period from such date), and (v) no Default or Event of Default exist or shall occur after giving effect to such Restricted Payment; (b) the Borrower may make Restricted Payments under relating to exploration expenditures at the Mimbres and Coyote Springs sites, so long as (i) Completion shall have occurred, (ii) immediately after making such payment, the Debt Service Coverage Ratio for any Historical Test Period or Future Test Period shall not be less than 1.3:1.00, (iii) the Debt Service Reserve Account is fully funded, (iv) the Borrower shall be in compliance with all financial covenants on a proforma basis after giving effect to such Restricted Payment or expenditure (calculated on a proforma basis with respect to the Historical Test Period most recently ended and Future Test Period from such date), (v) no Default or Event of Default exist or shall occur after giving effect to such Restricted Payment, (vi) the maximum amount of all such expenditures made pursuant to this clause (b) relating to the Mimbres site shall not exceed $2,750,000, and (vii), ) the aggregate maximum amount of Restricted Payments all such expenditures relating to the Coyote Springs site made under pursuant to this clause (viib) after September 30, 2000 does shall not exceed $2,100,000 in the sum of aggregate; and (Ac) the Borrower may make Restricted Payments constituting “Liquidity Incentive Payments” in connection with and as defined under the $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary 23 million equity financing documentation as such documentation is in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding effect on the date of hereof, provided that such Restricted Paymentamounts do not exceed $2,760,000 in the aggregate.

Restricted Payments. (a) The No Borrower will notParty shall, and ------------------- will not or shall permit any Subsidiary of its Restricted Subsidiaries a Borrower Party to, declare or make, or agree to pay or make, directly or indirectly, indirectly declare or make any Restricted Payment, except or set aside any funds for any such purpose, other than dividends on common stock which accrue (ibut are not paid in cash) the Borrower may declare and pay or are paid in kind or dividends with respect to its capital on preferred stock which accrue (but are not to exceed $10,000,000 paid in the aggregate cash) or are paid in kind; provided, however, that (a) any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower Subsidiary of Parent 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) Borrower Parent or any other Subsidiary of Parent that owns Equity Interests of such Subsidiary making such Restricted Subsidiary Payment; (b) Parent may make regularly scheduled payments of interest due on the Senior Notes to the holders thereof; and (c) Parent may make Restricted Payments in respect of Employment Arrangements after the Agreement Date if (including but not limited to purchase of Equity Interests in Borrower), (vi) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other such Restricted Payments (other than cash dividends on its common Stock) provided that immediately do not exceed $15,000,000 in the aggregate during any fiscal year of Parent, so long as before and after giving effect to such Restricted Payments under this clause (vii)Payment, no Default has occurred and is continuing or would result from the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date making of such Restricted Payment, and (ii) such Restricted Payments exceed $15,000,000 in the aggregate during any fiscal year of Parent, so long as (A) no Default has occurred and is continuing or would result from the making of such Restricted Payment and (B) Parent, on behalf of the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that, after giving pro forma effect to such Restricted Payment, (1) Availability is not projected to be less than the greater of (y) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect and (z) $35,000,000, at all times during the twelve (12) month period immediately following such Restricted Payment and (2) Borrower Parties and their Subsidiaries have, on a consolidated basis, a Fixed Charge Coverage Ratio of at least 1.20:1.00 as of such date of determination.

Restricted Payments. (a) The Borrower will shall not, and ------------------- will shall not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, except however, that the Borrower and its Subsidiaries may declare and make the following Restricted Payments so long as no Default or Event of Default would result therefrom: (ia) the Borrower may declare and pay dividends with respect or make cash distributions to its capital stock shareholders (together with cash distributions of the Heritage OP and the ▇▇▇▇▇▇▇ OP to its limited partners other than the Borrower) during any period of four consecutive fiscal quarters ending during the term of this Agreement in an aggregate amount not to exceed $10,000,000 in the aggregate in any fiscal year, greater of (i) 95% of Funds From Operations of the Combined Group for such period or (ii) Restricted Subsidiaries may declare and pay dividends ratably the amount required to be distributed for the Borrower to remain in compliance with respect to their capital stockSection 7.13.; provided, however, that in no event shall such cash distributions made during any period of two consecutive fiscal quarters exceed in an aggregate amount 100% of Funds From Operations of the Combined Group for such period; (iiib) the Borrower may make cash distributions to its shareholders of capital gains resulting from gains from certain asset sales to the extent necessary to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and 4981 of the Internal Revenue Code; (c) a Subsidiary that is not a Wholly Owned Subsidiary may make cash distributions to holders of Equity Interests issued by such Subsidiary; (d) the ▇▇▇▇▇▇▇ OP may repurchase, redeem or otherwise acquire Equity Interests issued by the ▇▇▇▇▇▇▇ OP; (e) Subsidiaries may pay Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary other Subsidiary; and (f) the Borrower may make cash payments to repurchase outstanding shares of any of its Equity Interests. If an Event of Default shall exist, the Borrower shall not, and shall not permit any Subsidiary to, make any Restricted Payments in respect of Employment Arrangements to any Person other than (including but not limited i) to purchase of Equity Interests in Borrower), (v) the Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (viiii) cash distributions by the Borrower or to its shareholders during any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the fiscal year in an aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not to exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) minimum amount necessary for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary to remain in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" compliance with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentSection 7.13.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (ia) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 Equity Interests payable solely in the aggregate in any fiscal yearadditional shares of its common stock, (iib) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockEquity Interests, (iiic) 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, Subsidiaries and (ivd) Borrower or any Restricted Subsidiary may make other Restricted Payments not exceeding (i) $20,000,000 during any Fiscal Year, provided that (A) such Restricted Payments shall not exceed $6,000,000 in respect the aggregate during the first three Fiscal Quarters of Employment Arrangements any Fiscal Year (including but not limited to purchase or such greater amount as may be approved in writing by all of Equity Interests in Borrowerthe Lenders), (vB) Borrower or as of the end of such Fiscal Year and at the time of the making of any Restricted Subsidiary may make a Payment during such Fiscal Year (provided such Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other together with all prior Restricted Payments made during such Fiscal Year exceeds $6,000,000 in the aggregate) the Leverage Ratio (other than cash dividends on its common Stock) provided that immediately a pro forma basis after giving effect to such Restricted Payments under this clause Payment when determined in connection with the making of a Restricted Payment) is less than or equal to 2.0 to 1.0, and (vii), the aggregate amount of C) no less than five Business Days prior to making any Restricted Payment which when added to all prior Restricted Payments made under this during such Fiscal Year exceeds $6,000,000, Borrower delivers its pro forma computations acceptable to the Administrative Agent to demonstrate its compliance with the immediately preceding clause (vii) after September 30B), 2000 does not exceed the sum of and (Aii) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments 6,000,000 in any Unrestricted Subsidiary which is redesignated Fiscal Year provided that as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date end of such Restricted PaymentFiscal Year the Leverage Ratio is greater than 2.0 to 1.0.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare make or make, or agree to pay or make, directly or indirectly, any Restricted Payment; except that the Borrower may, except so long as no Default or Event of Default shall occur both before and after giving effect thereto, make (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) 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, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on Restricted Debt Payments) during any fiscal quarter in an aggregate amount not to exceed the Borrower’s Available Cash as of the end of the immediately preceding fiscal quarter; provided that, the Borrower and its common StockSubsidiaries shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with all of the covenants contained in this Agreement, including, without limitation, Sections 6.10 through 6.12 and (ii) Restricted Debt Payments; provided that immediately (x) the Borrower has cash, Liquid Investments and availability under this Agreement in an amount equal to not less than twenty percent (20%) of the aggregate Commitments and (y) after giving effect to such Restricted Payments under this clause (vii)Debt Payment on a pro forma basis, the Senior Leverage Ratio shall not be greater than 3.25 to 1.00. (b) Any Holdco Entity that is not a Subsidiary of the Borrower will not make or pay any Restricted Payment; except that (i) such Holdco Entity may make any payment on account of any net profits interest, net working capital adjustments or earn-out payments in connection with an Investment by such Holdco Entity pursuant to Section 6.06 and (ii) such Holdco Entity may make Restricted Payments (other than any distributions of Equity Interests or payments-in-kind) at any time in an aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not to exceed such Holdco Entity’s Available Cash at the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date time of such Restricted Payment; provided that, (x) no Default or Event of Default shall occur both before and after giving effect to such Restricted Payment, and (y) the Borrower, its Subsidiaries and the Holdco Entities shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with all of the covenants contained in this Agreement, including, without limitation, Sections 6.10 through 6.12.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) the Borrower may declare that, so long as no Default or Event of Default shall have occurred and pay dividends with be continuing other than in respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make of Restricted Payments pursuant made under paragraphs (a) and (b), which shall not be subject to and in accordance with stock option plans the requirement that no Default be then continuing) at the time of any action described below or other benefit plans for management or employees of the Borrower and its Subsidiaries, would result therefrom: (iva) Borrower or any Restricted each Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) the Borrower or any Restricted Subsidiary Guarantors; (b) the Borrower and each Guarantor may declare and make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower dividend payments or any Restricted Subsidiary may make dividends other distributions payable solely in the common stock or distributions of other common Equity Interests of such Person so long as no Change of Control would result therefrom; (c) the Borrower and each Guarantor may purchase, redeem or options or rights to otherwise acquire common Equity Interests, and Interests issued by it with the proceeds received from the substantially concurrent issue of new Equity Interests so long as no Change of Control would result therefrom; (viid) Borrower may redeem Equity Interests acquired pursuant to the exercise of options by employees issued pursuant to an option plan approved by the board of directors or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) equivalent governing body of the Borrower in the ordinary course of business; provided that immediately no Default or Event of Default shall have occurred and be continuing before or after giving effect to any such Restricted Payments under this clause (vii), redemption and the aggregate amount of Restricted Payments made under pursuant to this clause Section 7.06(d) shall not exceed $1,000,000 in the aggregate over the term of this Agreement; (viie) the Borrower may purchase, redeem or otherwise retire Equity Interests; provided that, before or after giving effect to any such purchase, redemption or acquisition of Equity Interests, (i) no Default or Event of Default shall have occurred and be continuing, and (ii) after September 30giving pro forma effect to any such purchase or redemption, 2000 does not exceed the sum Consolidated Total Lease Adjusted Leverage Ratio is less than 4.00 to 1.00; and (f) the Borrower may purchase fractional shares of (A) $60,000,000 plus (B) 50% the Borrower’s common stock arising out of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, stock dividends, distributions and other proceeds received by Borrower splits or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentcombinations or business combinations.

Restricted Payments. (a) The Borrower Company will not, and ------------------- nor will not it permit any of its Restricted Subsidiaries to, declare or makemake any Restricted Payment at any time, or agree except that so long as at the time thereof and after giving effect thereto no Default shall have occurred and be continuing, the Company may: (a) make Restricted Payments to pay or makeits Partners during any fiscal quarter in an amount equal to the Tax Payment Amount for the immediately preceding fiscal quarter, directly or indirectly, so long as (i) at least fifteen days prior to making any such Restricted Payment, except the Company shall have delivered to the Administrative Agent and the other Agents notification of the amount of the Restricted Payment to be made during such fiscal quarter and (ii) on or prior to April 12 of each fiscal year the Company shall have delivered to the Administrative Agent and the other Agents a statement from the Company's independent certified public accountants setting forth a detailed calculation of the aggregate Tax Payment Amount for the prior fiscal year and showing the amount of each individual Restricted Payment made during such fiscal year and all prior Restricted Payments made pursuant to this Section 8.09; (b) after the earlier of (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal yearDecember 31, 2001 or (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect the date upon which the Debt Ratio shall have been less than 5.00 to their capital stock1 as at the last day of two or more consecutive fiscal quarters (except for periods after the Debt Ratio shall be greater than 5.00 to 1, (iii) unless the Borrower may make Restricted Payments pursuant Debt Ratio shall again be less than 5.00 to and in accordance with stock option plans 1 as at the last day of two or other benefit plans for management or employees of more consecutive fiscal quarters), the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary Company may make Restricted Payments in an amount necessary to enable FrontierVision Holdings and FrontierVision Holdings Capital Corporation to make payments in respect of Employment Arrangements the Senior Discount Debt; (including c) make Restricted Payments to its Partners in cash to enable FrontierVision Holdings to pay out-of-pocket accounting fees, legal fees and the like in an aggregate amount not exceeding $200,000 during any fiscal year; and (d) make Restricted Payments to its Partners in cash in an aggregate amount up to but not limited to purchase exceeding $25,000,000 during the term of Equity Interests in Borrower)this Agreement, (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the extent the aggregate amount of such Restricted Payments made under this clause (vii) after September 30shall exceed $5,000,000, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a such Restricted Payment means shall not be made unless the period (taken Debt Ratio as one accounting period) from and after June 30, 2000 to and including at the last day of the two most recent fiscal quarter ended immediately preceding quarters shall have been less than 5.00 to 1, it being understood that the date amount of such Restricted PaymentPayments that may be made pursuant to any of the above clauses (a) through (d) shall be exclusive of the amount of Restricted Payments that may be made pursuant to any of the other of the above clauses (a) through (d). Nothing herein shall be deemed to prohibit the payment of dividends, distributions or other amounts by any Restricted Subsidiary of the Company to the Company or to any other Restricted Subsidiary of the Company.

Restricted Payments. (a) The Such Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except except: (ia) the such Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 Equity Interests payable solely in the aggregate in any fiscal year, additional shares of its common stock; (iib) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, Equity Interests; (iiic) the such Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the such Borrower and its Subsidiaries, ; and (ivd) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments not exceeding $25,000,000 during any Fiscal Year so long as (other than cash dividends i) as of the end of such Fiscal Year and at the time of the making of any Restricted Payment during such Fiscal Year the Leverage Ratio (on its common Stock) provided that immediately a pro forma basis after giving effect to such Restricted Payment and any Indebtedness incurred in connection therewith when determined in connection with the making of a Restricted Payment) is less than or equal to 2.00 to 1.00, and (ii) no less than five Business Days prior to making any Restricted Payment, which when added to all prior Restricted Payments under this made during such Fiscal Year exceeds $10,000,000, the Company delivers its pro forma computations acceptable to the Administrative Agent to demonstrate its compliance with the immediately preceding clause (viii), the aggregate amount of ; provided that Restricted Payments made under this clause (viid) after September 30, 2000 does shall not exceed $10,000,000 during any Fiscal Year if the sum Leverage Ratio as of the end of such Fiscal Year (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as on a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect pro forma basis after giving effect to a such Restricted Payment means the period (taken as one accounting periodand any Indebtedness incurred in connection therewith) from and after June 30, 2000 is greater than 2.00 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment1.00.

Restricted Payments. None of the Borrowers will make any Restricted ------------------- Payment at any time, provided that, so long as at the time thereof, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, the Borrowers may make the following Restricted Payments (subject, in each case, to the applicable conditions set forth below): (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower Borrowers may make Restricted Payments pursuant to and its members on or after April 12 of each fiscal year (the "current year") in accordance with stock option plans or other benefit plans an amount equal to the Tax Payment Amount for management or employees the immediately preceding fiscal year (the "prior year"), so long as at least fifteen days prior to making any such Restricted Payment, the Borrowers shall have delivered to each Lender (i) notification of the Borrower amount and its Subsidiaries, proposed payment date of such Restricted Payment and (ivii) Borrower or any a statement from the Borrowers' independent certified public accountants setting forth a detailed calculation of the Tax Payment Amount for the prior year and showing the amount of such Restricted Subsidiary Payment and all prior Restricted Payments; (b) the Borrowers may make Restricted Payments payments in respect of Employment Arrangements Management Fees to the extent permitted under Section 8.11 hereof; (including but not limited c) the Borrowers may make payments in respect of the interest on Affiliate Subordinated Indebtedness constituting Supplemental Capital or Cure Monies; and (d) the Borrowers may make payments in respect of the principal of Affiliate Subordinated Indebtedness constituting Supplemental Capital or Cure Monies, so long as (i) in the case of any such payment in respect of the principal of Affiliate Subordinated Indebtedness constituting Cure Monies, at least one complete fiscal quarter shall have elapsed subsequent to purchase the last date upon which the Borrowers shall have utilized its cure rights under Section 9.02 hereof, without the Credit Agreement ---------------- occurrence of Equity Interests any Event of Default (and, for purposes hereof, unless the Borrowers indicate otherwise at the time of any such payment, such payment shall be deemed to be made first from Cure Monies and second from Supplemental Capital); (ii) after giving effect to the payment of such principal, the Borrowers would (as at the last day of the most recent fiscal quarter) have been in Borrowercompliance on a pro forma basis with Section 8.10 hereof and the Senior Leverage Ratio calculated on a pro forma basis is at the time less than 5.50 to 1 (or, if lower, the applicable requirement at the time under Section 8.10(a) hereof), the determination of such compliance and such Senior Leverage Ratio to be determined as if (vx) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant for purposes of calculating the Senior Leverage Ratio and the Total Leverage Ratio, the amount of such payment were added to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity InterestsIndebtedness, and (viiy) Borrower for purposes of calculating the Interest Coverage Ratio and Fixed Charges Coverage Ratio, the amount of such payment (and any Cure Monies received during the period for which the Interest Coverage Ratio or Fixed Charge Coverage Ratio is calculated) represented additional principal of the Loans outstanding hereunder at all times during the respective fiscal quarter for which such Ratios are calculated and the amount of interest that would have been payable hereunder during such fiscal quarter were recalculated to take into account such additional principal; and (iii) at least three Business Days prior to the date of any Restricted Subsidiary may make other Restricted Payments such payment, the Borrowers shall have delivered to the Lenders a certificate of a Senior Officer setting forth calculations, in form and detail satisfactory to the Majority Lenders, demonstrating compliance with the requirements of this paragraph (other than cash dividends on its common Stockc) provided that immediately after giving effect to such Restricted Payments under this clause (vii), payment. Nothing herein shall be deemed to prohibit the aggregate amount payment of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum dividends by any Subsidiary of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by a Borrower to such Borrower or to any Restricted other Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentBorrower.

Restricted Payments. (a) The No Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted PaymentPayment provided that, except (i) the a Borrower may declare and pay dividends with respect make Restricted Payments to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal yearanother Borrower, (ii) Restricted Subsidiaries Payments may declare he made to employees who terminate employment with the Company and pay dividends ratably with respect are eligible to their capital stockreceive stock options, provided that no Default or Event of Default shall have occurred or will occur after giving effect thereto and the aggregate amount of such Restricted Payments shall not exceed $250,000 in any fiscal year of the Company, and (iii) the Borrower may make Restricted Payments pursuant may be made to and in accordance with stock option plans the Holding Company for the purpose of paying Cash Taxes, provided that (A) no Default or other benefit plans for management Event of Default shall have occurred or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interestswill occur after giving effect thereto, and (viiB) Borrower or any prior to making such Restricted Subsidiary Payment, the Company shall deliver to the Administrative Agent a certificate of a Principal Officer to the effect that the Restricted Payment shall be used for Cash Taxes only, and such certificate shall be accompanied by a calculation, in form and detail acceptable to the Administrative Agent, of the Cash Taxes then due and payable, prepared by the public accounting firm which prepares the Borrowers’ audited financial statements, for statements from the applicable taxing authorities reflecting the Cash Taxes then due. (d) The provisions permitting the payment of the June 30 Dividend and the Tax Dividend, and the definitions of such terms, as provided in the Second Amendment to Loan and Security Agreement, dated as of May 23, 2008, are hereby deleted from the Loan Agreement and of no further force and effect. (e) Notwithstanding the provisions of Section 6.6 of the Loan Agreement, the Company may make other additional Restricted Payments (other than cash dividends on its common Stock) at any time prior to December 31, 2008, provided that immediately after giving effect to such Restricted Payments under this clause (vii)that, the aggregate amount of Restricted Payments made under this clause (vii) after September 30thereof paid during the period beginning on July 1, 2000 does 2008 and ending on December 31, 2008 shall not exceed $5,000,000 and at the time of the payment of each such Restricted Payment and after giving effect thereto, (1) no Default or Event of Default shall have occurred, (2) Net Worth shall not be less than $44,637,761, and (3) the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during cash and Cash Equivalents as carried on the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day books of the fiscal quarter ended immediately preceding Borrowers on the date of such Restricted Paymentpayment, as determined in accordance with GAAP, plus Net Borrowing Availability as of the date of such payment, shall not be less than $10,000,000. (f) Except as specifically modified by this Amendment, the terms and provisions of the Loan Agreement are ratified and confirmed by the parties hereto and remain in full force and effect. (g) Each of the Borrowers, the Administrative Agent and the Lender agrees that each reference in the Loan Documents to the Loan Agreement shall be deemed to he a reference to the Loan Agreement as amended hereby.

Restricted Payments. The Company shall not, nor shall it permit any Subsidiary to, declare, make or pay any Restricted Payments other than (a) The Borrower will notpermitted Restricted Payments listed on Schedule 7.17, (b) payments and ------------------- will not permit any prepayments of its Restricted Subsidiaries todebt permitted by Section 7.01(ii)(j), declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (c) payments and prepayments of the Transaction Facilities (as in effect on the Amendment No. 5 Closing Date); provided that (i) any voluntary prepayment under the Borrower may declare Existing 2015 Term Loan Credit Agreement, any Note Purchase Agreement or, to the extent such prepayment results in a commitment reduction, this Agreement or the Existing Revolving Credit Agreement, shall be made together with voluntary prepayments of the other Transaction Facilities on a pro rata basis by reference to the outstanding principal balances thereunder (and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in Commitments shall be reduced by the amount of any fiscal year, such voluntary prepayment made under this Agreement) and (ii) Restricted provided that the Company and its Subsidiaries may declare shall not pay any make whole amount to the Noteholders in connection with any prepayment of the NPA Notes upon the consummation of the Technology Disposition except in accordance with Section 6.19(b), and pay (d) payments of dividends by any Subsidiary to Loan Parties ratably with respect to their capital stock, (iii) 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, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower)held by such Loan Parties. Notwithstanding the foregoing, (v) Borrower neither the Company nor its Subsidiaries shall make any share repurchases; provided that for the avoidance of doubt any share repurchases or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving required to pay withholding tax liabilities of employees pursuant to the Company’s “Chicago Bridge & Iron 2008 Long-Term Incentive Plan, as Amended” in effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentAmendment No. 5 Closing Date shall be expressly permitted.

Restricted Payments. The Borrowers will not make any Restricted Payment at any time, provided that, so long as at the time thereof, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, the Borrowers may make the following Restricted Payments (subject, in each case, to the applicable conditions set forth below): (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) 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, (iv) Borrower or any Restricted Subsidiary Borrowers may make Restricted Payments in cash to their members in an amount equal to the Tax Payment Amount with respect to any fiscal period or portion thereof (net of Restricted Payments previously made under this paragraph (a) in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrowersuch period), so long as at least fifteen days prior to making any such Restricted Payment, the Borrowers shall have delivered to each Lender (vi) Borrower or any notification of the amount and proposed payment date of such Restricted Subsidiary Payment and (ii) a statement of a Senior Officer (and, in the event such period is a full fiscal year, the Borrower’s independent certified public accountants) setting forth a detailed calculation of the Tax Payment Amount for such period and showing the amount of such Restricted Payment and all previous Restricted Payments made pursuant to this Section 8.09(a) in respect of such period; (b) the Borrowers may make a Restricted Payment pursuant payments in cash in respect of Management Fees to a Put Arrangement, the extent permitted under Section 8.11; (vic) Borrower or any Restricted Subsidiary the Borrowers may make dividends or distributions payments in cash in respect of common Equity Interests or options or rights to acquire common Equity Interests, and the interest on Affiliate Subordinated Indebtedness; (viid) Borrower or any Restricted Subsidiary the Borrowers may make other Restricted Payments payments in cash in respect of the principal of Affiliate Subordinated Indebtedness and distributions in respect of the equity capital of the Borrowers and may request the issuance of Affiliate Letters of Credit (other than cash dividends on its common Stocksuch payment and issuance being collectively called “Permitted Transactions”), so long as: (i) provided that immediately in the case of any Permitted Transaction consisting of a payment in respect of the principal of Affiliate Subordinated Indebtedness, or distribution in respect of equity capital, constituting Cure Monies, at least one complete fiscal quarter shall have elapsed subsequent to the last date upon which the Borrowers shall have utilized their cure rights under Section 9.02, without the occurrence of any Event of Default; (ii) after giving effect to such Restricted Payments under this clause any Permitted Transaction during any fiscal quarter (vii)the “current fiscal quarter”) and to the making of any Capital Expenditures during the current fiscal quarter, the aggregate amount of Restricted Payments made under this clause Borrowers would (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including at the last day of the most recent fiscal quarter ended immediately preceding prior to the date current fiscal quarter) have been in compliance on a pro forma basis with Section 8.10, the determination of such Restricted Payment.compliance to be determined as if

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, except Payment or set aside any amount for any such purpose. (b) Notwithstanding the provisions of paragraph (a) above: (i) the Borrower transactions contemplated by the Plan of Reorganization to occur on the Funding Date may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in be consummated on the aggregate in any fiscal year, Funding Date; (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower Holdings may make Restricted Payments pursuant to so long as the Payment Conditions are satisfied both before and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments; (iii) Holdings may make Restricted Payments under this clause (vii)for the repurchase, retirement or other acquisition for value of Equity Interests of Holdings held by any future, present or former employee or director of Holdings or any of its Subsidiaries pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan of Holdings or its Subsidiaries, provided that the aggregate amount of such Restricted Payments in any fiscal year shall not exceed $5,000,000, provided that at the time of any such Restricted Payment made pursuant to this clause (iii) and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing; and (iv) Holdings may make Restricted Payments in any fiscal year commencing on or after January 1, 2011, so long as (x) immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing and (y) the aggregate amount of such Restricted Payments made under pursuant to this clause (viiiv) after September 30, 2000 does shall not exceed (A) the lesser of (1) the Borrower’s Portion of Excess Cash Flow (as defined in the Term Loan Credit Agreement (as in effect on the date hereof)) and (2) the sum of (Aaa) $60,000,000 30,000,000 plus (Bbb) 50% of Borrower's consolidated quarterly net income so long as Excess Availability (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding on the date of such Restricted PaymentPayment after giving effect to any Loans incurred (or to be incurred) or Letters of Credit issued (or to be issued) on such date) shall exceed 20% of the Total Commitment as then in effect, $20,000,000 minus (B) the aggregate principal amount of Term Loans theretofore purchased pursuant to Section 10.09(iv).

Restricted Payments. (a) The Borrower will not, and ------------------- nor will not it permit any of its Restricted Subsidiaries (other than Financing Subsidiaries) to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) that the Borrower may declare and pay pay: (a) dividends with respect to its the capital stock of the Borrower to the extent payable in additional shares of the Borrower’s common stock; (b) dividends and distributions in either case in cash or other property (excluding for this purpose the Borrower’s common stock) in any taxable year of the Borrower in amounts not to exceed $10,000,000 the amount that is estimated in good faith by the aggregate in any fiscal Borrower to be required to (i) reduce to zero for such taxable year or for the previous taxable year, its investment company taxable income (within the meaning of section 852(b)(2) of the Code), and reduce to zero the tax imposed by section 852(b)(3) of the Code and (ii) Restricted Subsidiaries may declare avoid federal excise taxes for such taxable year imposed by section 4982 of the Code; (c) dividends and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and distributions in accordance with stock option plans each case in cash or other benefit plans property (excluding for management or employees this purpose the Borrower’s common stock) in addition to the dividends and distributions permitted under the foregoing clauses (a) and (b), so long as on the date of such Restricted Payment and after giving effect thereto: (i) no Default shall have occurred and be continuing; provided that, if such Restricted Payment is a scheduled dividend of the Borrower and its SubsidiariesBorrower, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a then such Restricted Payment pursuant shall be deemed to a Put Arrangement, (vicomply with this Section 6.05(c)(i) Borrower so long as no Default or any Restricted Subsidiary may make dividends or distributions Event of common Equity Interests or options or rights to acquire common Equity Interests, Default shall have occurred and be continuing at the time of declaration and (viiA) Borrower such payment is made within seventy five (75) days after declaration thereof or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common StockB) provided that no Event of Default shall have occurred and be continuing at the time of payment or immediately after giving effect to such Restricted Payments under this clause thereto; and (vii), ii) the aggregate amount of Restricted Payments made during any taxable year of the Borrower after December 31, 2012 under this clause (viic) shall not exceed an amount equal to the difference of (x) an amount equal to 10% of the taxable income of the Borrower for such taxable year determined under section 852(b)(2) of the Code, but without regard to subparagraphs (A), (B) or (D) thereof, minus (y) the amount, if any, by which dividends and distributions made during such taxable year pursuant to the foregoing clause (b) based upon the Borrower’s estimate of taxable income exceeded the actual amounts specified in subclauses (i) and (ii) of such foregoing clause (b) for such taxable year; provided that dividends declared in any taxable year but paid in the subsequent taxable year shall be deemed to be made in the taxable year such dividends were declared; (d) any delivery or payment (i) in connection with, or as part of, the termination or settlement of any Permitted Warrant, (ii) in connection with entering into a Permitted Convertible Note Hedge and (iii) in connection with the replacement of any existing Permitted Convertible Note Hedge with a substantially similar Permitted Convertible Note Hedge; and (e) other Restricted Payments so long as (i) on the date of such other Restricted Payment and after September 30, 2000 giving effect thereto (x) the Covered Debt Amount does not exceed the sum of (A) $60,000,000 plus (B) 5090% of Borrower's consolidated quarterly net income the Borrowing Base and (if positivey) for each calendar quarter ended during no Default shall have occurred and be continuing and (ii) to the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during extent that the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day Covered Debt Amount would exceed 60% of the fiscal quarter ended immediately preceding Borrowing Base on the date of such Restricted Payment after giving effect thereto, on the date of such other Restricted Payment the Borrower delivers to the Administrative Agent and each Lender a Borrowing Base Certificate as at such date demonstrating compliance with subclause (x) after giving effect to such Restricted Payment. For purposes of preparing such Borrowing Base Certificate, (A) the fair market value of Portfolio Investments for which market quotations are readily available shall be the most recent quotation available for such Portfolio Investment and (B) the fair market value of Portfolio Investments for which market quotations are not readily available shall be the Value set forth in the Borrowing Base Certificate most recently delivered by the Borrower to the Administrative Agent and the Lenders pursuant to Section 5.01(d); provided that the Borrower shall reduce the Value of any Portfolio Investment referred to in this subclause (B) to the extent necessary to take into account any events of which the Borrower has knowledge that adversely affect the value of such Portfolio Investment. Nothing herein shall be deemed to prohibit the payment of Restricted Payments by any Subsidiary of the Borrower to the Borrower or to any other Subsidiary Guarantor.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, except except: (ia) the Borrower may declare and pay dividends and other distributions with respect to its capital stock Equity Interests payable solely in perpetual common Equity Interests; (i) any Subsidiary may declare and make Restricted Payments to the Borrower or any Subsidiary Guarantor, and (ii) any Excluded Subsidiary may declare and pay Restricted Payments to the Borrower or any Subsidiary; (c) any Subsidiary that is not a wholly-owned Subsidiary may declare and pay cash dividends to exceed $10,000,000 its equity holders generally so long as the Borrower (or a Subsidiary thereof which owns the equity interests in the aggregate Subsidiary paying such dividend) receives at least its proportional share thereof (based upon its relative holding of the equity interests in the Subsidiary paying such dividend and taking into account the relative preferences, if any, of the various classes of Equity Interests issued by such Subsidiary); (d) the Borrower or any Subsidiary may declare and pay Restricted Payments to the Parent in cash, provided that (i) the Parent shall use the proceeds of each such Restricted Payment to pay a regularly scheduled cash payment of interest on the New Notes, the Senior Notes or the Replacement Debt, (ii) no such Restricted Payment shall be made before the date that is 30 days prior to the due date (without giving effect to any grace period) of such regularly scheduled cash interest payment, (iii) no such Restricted Payment shall, when aggregated with all other Restricted Payments made pursuant to this Section 7.8(d) with respect to any such regularly scheduled cash interest payment, exceed the amount of such regularly scheduled cash interest payment, and (iv) immediately before and immediately after giving effect thereto, no Default shall or would exist, provided further that in no event shall the Borrower or any Subsidiary be prohibited by this clause (iv) from making any Restricted Payment to the Parent pursuant to this Section 7.8(d) for more than 180 days in any consecutive 360 day period unless (i) an Event of Default has occurred and is continuing under Section 8.1(a) or 8.1(b), or (ii) the maturity of the Loans have been accelerated in accordance with the terms of this Agreement; (e) the Borrower may declare and pay Restricted Payments in cash to the Parent in an amount that, during any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect would not exceed the portion of the income taxes payable by the Parent in such fiscal year attributable to their capital stock, (iii) 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 (ivf) the Borrower or any Restricted Subsidiary may make declare and pay other Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower)cash, (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that (i) immediately before and immediately after giving effect to such Restricted Payments under this clause thereto no Default shall or would exist, and (vii)ii)(A) immediately before and after giving effect thereto the Senior Leverage Ratio shall not and would not be greater than 2.25:1.00, or (B) immediately after giving effect thereto, the aggregate amount of all Restricted Payments made under pursuant to this clause (viiSection 7.8(f)(ii)(B) after September 30, 2000 does would not exceed $5,000,000 in the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentaggregate.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, Permit any Restricted Payment, except that: (a) so long as (i) no Default has occurred or is continuing or would result from such Restricted Payment, (ii) after giving effect to such Restricted Payment, the Borrower would be permitted to incur an additional dollar of Indebtedness under Section 8.2(o), (iii) after giving effect to such Restricted Payment, the Consolidated Senior Secured Leverage Ratio for the Borrower’s most recently ended four Fiscal Quarter period would have been no greater than the ratio set forth in Section 8.18(a) for such period, determined on a Pro Forma Basis as if such Restricted Payment had been made at the beginning of such period, and (iv) such Restricted Payment, together with all other Restricted Payments (excluding Restricted Payments made pursuant to Sections 8.6(b)(2), (3), (4), (6), (7), (8), (9) and (11)) since the beginning of the most recent Fiscal Quarter of the Borrower commencing after the Closing Date, is less than the Restricted Payment Cap, then the Borrower and its Subsidiaries may declare make Restricted Payments. (b) Notwithstanding the provisions of Section 8.6(a), so long as no Default or Event of Default shall have occurred and pay be continuing or would result therefrom, the Borrower and its Subsidiaries may make, do, take or otherwise effectuate the following actions: (1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Agreement; (2) make any Restricted Payment out of the Net Cash Proceeds from the substantially concurrent sale of Capital Stock to Holdings by the Borrower or from the substantially concurrent contribution by Holdings of capital to the Borrower in respect of its Capital Stock (other than Disqualified Stock); provided that the amount of any such Net Cash Proceeds that are utilized for any such Restricted Payment shall be excluded from clause (B) of the definition of Restricted Payment Cap; (3) the defeasance, redemption, repurchase, retirement or other acquisition of the Senior Notes or any Subordinated Indebtedness with the Net Cash Proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness; provided that the amount of any such Net Cash Proceeds that are utilized for any such defeasance, redemption, repurchase, retirement or other acquisition of Indebtedness will be excluded from clause (B) of the definition of Restricted Payment Cap; (4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by any Subsidiary of the Borrower to the holders of its Capital Stock on a pro rata basis; (5) the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of any Parent, the Borrower or any Subsidiary Guarantor held by any current or former officer, director or employee of any Parent, the Borrower or any Subsidiary of the Borrower pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock shall not exceed $5,000,000 in any twelve-month period; (6) the repurchase, redemption or other acquisition or retirement of Capital Stock deemed to occur upon the exercise or exchange of stock options, warrants or other similar rights to the extent such Capital Stock represent a portion of the exercise or exchange price of those stock options, and the repurchase, redemption or other acquisition or retirement of Capital Stock made in lieu of withholding taxes resulting from the exercise or exchange of stock options, warrants or other similar rights; (7) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of any Subsidiary of the Borrower, or any class or series of preferred stock of a Subsidiary of the Borrower, in each case issued after the Closing Date, so long as the Consolidated Total Leverage Ratio for the Borrower’s most recently ended four-Fiscal Quarters for which internal financial statements are available immediately preceding the date on which such dividend payment is made would in accordance with, and as set forth in, the applicable Compliance Certificate, have been no greater than the ratio set forth in Section 8.18(b) for such period, assuming such ratio were required to be tested for such period, determined on a pro forma basis, as if such dividend payment had been made at the beginning of such four-Fiscal Quarter period; (8) Permitted Payments to any Parent; (9) the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of Superholdings to the extent necessary to comply with respect law or to prevent the loss or to secure the renewal or reinstatement of any FCC license held by Superholdings or any of its capital stock Subsidiaries; (10) make required distributions or payments to Royal Street in accordance with the Royal Street Agreements; and (11) other Restricted Payments not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) since the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees Closing Date. The amount of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other all Restricted Payments (other than cash dividends cash) will be the Fair Market Value on its common Stock) provided that immediately after giving effect the date of the Restricted Payment of the assets or securities proposed to such Restricted Payments under this clause (vii), be transferred or issued by the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any its Subsidiaries pursuant to the Restricted Subsidiary in respect Payment. The Fair Market Value of any Restricted Investment during the applicable Calculation Period, plus assets or securities that are required to be valued by this Section 8.6 will be determined as follows: (Di) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a any Restricted Payment means the period (taken as one accounting period) from and after June 30or series of related Restricted Payments involving aggregate consideration in excess of $10,000,000, 2000 to and including the last day a resolution of the fiscal quarter ended immediately preceding Borrower’s or the date applicable Subsidiary Guarantor’s board of directors (or similar governing body) set forth in an officers’ certificate certifying that such Restricted PaymentPayment has been approved by the Borrower’s or the applicable Subsidiary Guarantor’s board of directors (or similar governing body); and (ii) with respect to any Restricted Payment or series of related Restricted Payments involving aggregate consideration in excess of $50,000,000, the approval of the board of directors (or similar governing body) required by clause (i) above must be based on an opinion or appraisal from a financial point of view issued by an accounting, appraisal or investment banking firm of recognized standing.

Restricted Payments. Make or commit itself to make or declare any Restricted Payment at any time, provided that: (a) The each Subsidiary may make Capital Distributions to the Borrower, any Subsidiaries of the Borrower will notthat are Guarantors and any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Capital Distribution is being made; (b) so long as no Default has occurred and is continuing or would result therefrom, the Borrower and its Subsidiaries may make payment of current interest, expenses and indemnities in respect of Subordinated Indebtedness (other than any such payments prohibited by the subordination provisions applicable thereto); (c) the Borrower and each Subsidiary may make Restricted Payments with the proceeds received from the substantially concurrent issue of new common Equity Interests; (d) the Borrower and its Subsidiaries may make Restricted Payments not otherwise permitted by this Section, so long as (i) no Default has occurred and is continuing or would result therefrom, (ii) after giving effect thereto the aggregate amount of all Restricted Payments made pursuant to this clause (d) and Investments made pursuant to Section 7.03(a)(xiv), shall not exceed sum of (1) $25,000,000 plus (2) the Cumulative Retained Excess Cash Flow Amount, (iii) the Administrative Agent shall have received the certificate required by Section 6.02(n) and (iv) after giving pro forma effect to such Restricted Payment (and to any Indebtedness incurred in connection therewith), the Borrower and its Subsidiaries shall be in compliance with the Pro Forma Leverage Test; (e) the Borrower may make Capital Distributions, consistent with its past practice, in the form of dividends to shareholders of Equity Interests in the Borrower; provided that (i) the aggregate amount of all such Capital Distributions shall not exceed $2,500,000 per fiscal quarter of the Borrower; and (ii) no Default shall have occurred and be continuing or would result from any such Capital Distribution; (f) the Borrower and its Subsidiaries may make Restricted Payments constituting a prepayment of Indebtedness in connection with the Refinancing of such Indebtedness; (g) so long as no Default has occurred and is continuing or would result therefrom, each of Autocam do Brasil Usinagem, LTDA, Bouverat Industries S.A.S., and ------------------- will not permit Autocam France, SARL may at any time repay its respective Indebtedness set forth on Schedule 7.02; (h) the Borrower and its Subsidiaries may make payment of its Restricted Subsidiaries tocurrent interest, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except expenses and indemnities in respect of the New Notes; and (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant with respect to the New Notes not otherwise permitted by this Section, so long as (i) no Default has occurred and is continuing or would result therefrom, and (ii) after giving pro forma effect to such Restricted Payment (and to any Indebtedness incurred in accordance with stock option plans or other benefit plans for management or employees connection therewith), the Consolidated Secured Leverage Ratio of the Borrower and its SubsidiariesSubsidiaries shall be equal to or less than 2.00 to 1.00, determined based on the financial information received for the fiscal quarter (ivor fiscal year, as applicable) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited most recently ended prior to purchase of Equity Interests in Borrowersuch date for which financial statements have been delivered to the Administrative Agent pursuant to Section 4.01(a)(x), (v6.01(a) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement6.01(b), (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interestsas applicable, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentPayments.

Restricted Payments. No Loan Party shall make payments which are Restricted Payments, except that: (a) The Loan Parties may make payments and other distributions as expressly permitted under Section 5.01(a)(v), Section 5.01(a)(vi) and Article III of the Depositary Agreement; provided that, solely with respect to any Restricted Payment to be made on the Term Conversion Date pursuant to the first proviso of Section 3.10(b) of the Depositary Agreement and Sections 3.8(c)(i) and 3.9(b)(iv) of the Depositary Agreement, no Revolving Loans are outstanding as of the date of such Restricted Payment before and after giving effect to such Restricted Payment. (b) The Borrower will notmay distribute to Holdings (for further distribution to the Sponsor or its designee) any Bolt Distributions regardless of whether any Distribution Conditions are then satisfied, and ------------------- will not permit any so long as, (i) prior to the Term Conversion Date, at least five Business Days prior to the date of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any such Restricted Payment, except the Borrower shall have provided the Administrative Agent and the Independent Engineer with a certificate, dated the date of delivery of such certificate, certifying that the Project is reasonably expected to achieve the Commercial Operation Date by the Date Certain, that the Borrower is reasonably expected to achieve Term Conversion by the Term Conversion Date Certain and that the Loan Parties have sufficient funds (taking into account amounts on deposit in the Construction Account and the Local Accounts, and remaining availability under the Construction Facility) to achieve Term Conversion and (ii) as of the date of such Restricted Payment, no Default under Section 7.01(b) or Section 7.01(c)(i) has occurred and is continuing, and no Event of Default has occurred and is continuing. (c) [Reserved]. (d) Restricted Payments may be made with the proceeds of amounts on deposit in or credited to any Excluded Commodity Account, in an aggregate amount not to exceed at any time (i) the Borrower may declare and pay dividends with respect amount of Equity Commodity Contributions made prior to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, such time less (ii) any amounts that have been previously transferred as a Restricted Subsidiaries Payment pursuant to this clause (d). (e) Any Loan Party may declare and pay dividends ratably make Restricted Payments to any other Loan Party. (f) Any Loan Party may make payments to any Affiliate of the Loan Parties under the Management Services Agreement (including the Management Fee), any Permitted O&M Agreement, any Permitted Energy Management Agreement or any other Project Contract entered into in accordance with respect to their capital stockthis Agreement. (g) On or after the first Quarterly Payment Date following the Term Conversion Date, (iii) so long as the Distribution Conditions are satisfied as of the date of any such Restricted Payment, the Borrower may make Restricted Payments pursuant to and Sponsor, Holdings or its designee with amounts on deposit in, or credited to, the Distribution Suspense Account in accordance with stock option plans or other benefit plans 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 management or employees Permitted Tax Distributions and (ii) for general and administrative costs of the Project and the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Intereststhe Guarantors directly incurred by Holdings and Sponsor, and (vii) Borrower or other corporate overhead expenses in an aggregate amount not to exceed $100,000 in any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) fiscal year of the Borrower, provided that immediately after giving effect in each case Borrower has certified that the Loan Parties have sufficient funds (taking into account amounts on deposit in the Construction Account and the Local Accounts and remaining availability under the Construction Facility) to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentachieve Term Conversion.

Restricted Payments. The Company shall not, nor shall it permit any Subsidiary to, declare, make or pay any Restricted Payments, other than (a) The Borrower will notpermitted Restricted Payments listed on Schedule 7.17, (b) payments and ------------------- will not permit any prepayments of its Restricted Subsidiaries todebt permitted by Section 7.01(ii)(j), declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (c) payments and prepayments of the Transaction Facilities (as in effect on the Amendment No. 5 Closing Date); provided that (i) any voluntary prepayment under this Agreement, any Note Purchase Agreement or, to the Borrower may declare extent such prepayment results in a commitment reduction, the Existing 2013 Revolving Credit Agreement or the Existing 2015 Revolving Credit Agreement, shall be made together with voluntary prepayments of the other Transaction Facilities, on a pro rata basis by reference to the outstanding principal balances thereunder and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted provided that the Company and its Subsidiaries may declare shall not pay any make whole amount to the Noteholders in connection with any prepayment of the NPA Notes upon the consummation of the Technology Disposition except in accordance with Section 6.19(b), and pay (d) payments of dividends by any Subsidiary to Loan Parties ratably with respect to their capital stock, (iii) 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, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower)held by such Loan Parties. Notwithstanding the foregoing, (v) Borrower neither the Company nor its Subsidiaries shall make any share repurchases; provided that for the avoidance of doubt any share repurchases or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving required to pay withholding tax liabilities of employees pursuant to the Company’s “Chicago Bridge & Iron 2008 Long-Term Incentive Plan, as Amended” in effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentAmendment No. 5 Closing Date shall be expressly permitted.

Restricted Payments. (a) The Borrower Each Credit Party will not, and ------------------- will not permit any of its Restricted Subsidiaries toSubsidiaries, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except or make any deposit for any Restricted Payment, other than: (ia) the Borrower may declare and Restricted Payments by any Subsidiary of a Credit Party to its direct or indirect parent, so long as such direct or indirect parent is a Credit Party; (b) Restricted Payments by any Credit Party or any of its Subsidiaries to pay dividends with respect to its capital stock not to exceed $10,000,000 Capital Stock payable solely in the aggregate in any fiscal year, additional shares of such Capital Stock (iiother than Disqualified Capital Stock); (c) Restricted Subsidiaries may declare and pay dividends ratably with respect Payments by any Immaterial Subsidiary to their capital stock, another Immaterial Subsidiary; (iiid) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans plans, in each case to the extent permitted hereunder, for management or employees of the Borrower and any Credit Party or any of its Subsidiaries; provided, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (viid) after September 30, 2000 does not exceed $2,500,000 in any calendar year; (e) Permitted Subordinated Debt Payments so long as the sum Payment Conditions are satisfied; and (f) Restricted Payments of (A) $60,000,000 plus (B) cash actually paid in an aggregate amount not to exceed 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect Consolidated EBITDA as of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the most recently ended period of four fiscal quarter ended immediately preceding quarters; provided, that, no Restricted Payment otherwise permitted under this Section 9.06 shall be permitted unless such Restricted Payment is made entirely with cash (except for Restricted Payments under clause (b)); and provided, further, that no Restricted Payment otherwise permitted under clause (d) or (f) shall be permitted to be made if, at the time of making any such Restricted Payment, any Event of Default or Material Default has occurred and is continuing or would result therefrom; provided, however, Parent may pay any dividend permitted under clause (f) within 30 days after the date of declaration thereof, if at the date of declaration such Restricted Paymentpayment would have complied with the provisions of this Agreement (including the other provisions of this Section 9.06) so long as the aggregate amount of such dividend does not exceed 12.50% of Consolidated EBITDA as of the last day of the most recently ended period of four fiscal quarters.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (ia) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 Equity Interests payable solely in the aggregate in any fiscal yearadditional shares of its common stock, (iib) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockEquity Interests, (iiic) 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, (ivd) so long as no Default has occurred and is continuing or will result therefrom and so long as the Fixed Charge Coverage Ratio and the Adjusted Leverage Ratio provided in Section 6.11 will not be violated as a result thereof, the Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interestsdeclare and pay dividends, and (viie) so long as no Default has occurred and is continuing or will result therefrom, the Borrower or may repurchase Equity Interests (i) in any Restricted Subsidiary may make other Restricted Payments (other amount if the Adjusted Leverage Ratio is less than cash dividends 1.00 to 1.00 on its common Stock) provided that immediately a pro forma basis after giving effect to such Restricted Payments under this clause repurchase and the Borrower has Liquidity of not less than $15,000,000 after payment of such repurchase (viiany repurchase made during a fiscal quarter that ends with an Adjusted Leverage Ratio of greater than 1.00 to 1.00 shall count against and be subject to the limitation provided in (ii) below), the or (ii) in an aggregate amount not exceeding $25,000,000 during any 4 quarter period if the Adjusted Leverage Ratio is less than or equal to 2.00 to 1.00 (but greater than 1.00 to 1.00) on a pro forma basis after giving effect to such repurchase and the Borrower has Liquidity of Restricted Payments made under this clause not less than $15,000,000 after payment of such repurchase. Notwithstanding (viie)(i) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to any repurchase made during a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding that ends with an Adjusted Leverage Ratio of greater than 1.00 to 1.00, shall count against and be subject to the date of such Restricted Payment$25,000,000 limitation provided in (e)(ii) above.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its holders of Equity Interests or make any distribution of its Property to its Equity Interest holders without the prior approval of the Majority Lenders, except (i) each Loan Party 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 Subsidiaries of the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends or distributions ratably with respect to their capital stockEquity Interests to the Borrower or any Wholly-Owned Subsidiary Guarantor, (iii) the Permitted Parent Payments shall be permitted, (iv) the Permitted Tax Distributions shall be permitted, so long as both before and after giving effect to each such Permitted Tax Distribution, no Event of Default has occurred and is continuing or would result therefrom, (v) the Borrower may make Restricted Payments pursuant to in cash, so long as both before and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause Payment, (vii)A) no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, (B) the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 total Revolving Credit Exposures does not exceed the sum of (A) $60,000,000 plus (B) 5080% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus Loan Limit then in effect and (C) all interest the Consolidated Leverage Ratio is equal to or less than 2.50 to 1.00, as the Consolidated Leverage Ratio is recomputed on such date using (I) Consolidated Total Debt outstanding on such date and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during (II) EBITDAX for the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including Reference Period ending on the last day of the fiscal quarter ended immediately preceding such date for which financial statements are available, and (vi) the date of Borrower may make Restricted Payments in cash to the Parent (each such Restricted Payment, a “Pass-Through Restricted Payment”), in each case, so long as (A) each such Pass-Through Restricted Payment is funded solely with (and in no greater amount than) the proceeds (such proceeds, the “Pass-Through Restricted Payment Related Proceeds”) of an Unrestricted Subsidiary Cash Distribution received by the Borrower or an Restricted Subsidiary on the same day as the Borrower makes such Pass-Through Restricted Payment to the Parent; and (B) the aggregate amount of each such Pass-Through Restricted Payment does not exceed the Pass-Through Restricted Payment Related Proceeds.

Restricted Payments. (a) The Each Borrower will shall not, and ------------------- will not nor shall it permit any of its Restricted Subsidiaries that are Guarantors to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except the following (iin each case subject to compliance with the requirements of Section 5.10): (a) the Borrower Subsidiaries that are Guarantors may declare and pay dividends to any Borrower and any other wholly-owned Subsidiary of any Borrower that is a Guarantor; (b) TxEx may make Restricted Payments with respect to its capital stock Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Equity Interests); (c) So long as no Default or Event of Default exists or would result therefrom, any Borrower and its Subsidiaries may make Permitted Tax Distributions; (d) Borrowers may make Restricted Payments to redeem, repurchase or cancel the Equity Interests of any former officer, director or employee in an aggregate amount not to exceed $10,000,000 in the aggregate in any 100,000 per fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans so long as no Event of Default exists or other benefit plans for management or employees would occur as a result of the Borrower making thereof; and (e) Retailco and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary NuDevco may make Restricted Payments in respect of Employment Arrangements cash to TxEx (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary and TxEx may make a such Restricted Payment pursuant in cash to a Put Arrangement▇▇▇▇▇▇▇) (x) prior to the date of the second Credit Extension, (vi) Borrower so long as no Default or any Restricted Subsidiary may make dividends Event of Default has occurred and is continuing or distributions of common Equity Interests or options or rights to acquire common Equity Interests, would result therefrom and (viiy) Borrower after the date of the second Credit Extension, so long as (i) no Default or any Event of Default has occurred and is continuing or would result therefrom and (ii) the Administrative Agent receives satisfactory evidence no later than five (5) Business Days prior to the date that such Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided Payment is to be made that immediately after giving pro forma effect to thereto as if such Restricted Payments under this clause (vii), the aggregate amount Payment had been made as of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the most recently ended fiscal quarter ended immediately preceding for which financial statements have been delivered as required by Section 6.1(a) or Section 6.1(b), Borrowers would be in compliance with the date Financial Covenant as of the end of such Restricted Paymentfiscal quarter.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (ia) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 Equity Interests payable solely in the aggregate in any fiscal yearadditional shares of its common stock, (iib) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockEquity Interests, (iiic) 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, (ivd) the Borrower or any Restricted Subsidiary and the Subsidiaries may make Restricted Payments (i) to effect any merger or consolidation of any Subsidiary of the Borrower permitted under Section 6.03 and (ii) certified by the Borrower to the Administrative Agent in respect writing as having a bona fide purpose directly related to effecting the capitalization of Employment Arrangements a Subsidiary to the extent such investment shall otherwise be permitted under Section 6.04 (including but not limited to purchase of Equity Interests as determined by the Administrative Agent in Borrowerits reasonable discretion), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (viie) the Borrower or any Restricted Subsidiary and its Subsidiaries may make any other Restricted Payment so long as no Default or Event of Default has occurred and is continuing prior to making such Restricted Payment or would arise after giving effect (including giving effect on a Pro Forma Basis) thereto and the aggregate amount of all such Restricted Payments shall be (other than cash dividends i) without limitation at any time the Leverage Ratio (calculated on its common Stock) provided that immediately a Pro Forma Basis after giving effect to such Restricted Payment) shall be less than or equal to 2.75 to 1.00 and (ii) shall not exceed (1) at any time the Leverage Ratio (calculated on a Pro Forma Basis after giving effect to such Restricted Payment) shall be greater than 2.75 to 1.00 and less than 3.00 to 1.00, during any twelve-month period an aggregate amount equal to $120,000,000 (calculated inclusive of all Restricted Payments under made in reliance on this clause (vii1) and clause (2) during such period), and (2) at any time the Leverage Ratio (calculated on a Pro Forma Basis after giving effect to such Restricted Payment) shall be greater than or equal to 3.00 to 1.00, during any twelve-month period an aggregate amount equal to $95,000,000 (calculated inclusive of all Restricted Payments made under in reliance on clause (1) and this clause (vii2) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting such period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment).

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare Declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, or 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 and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person; (c) the Borrower may (i) enter into any Permitted Call Spread Transaction and (ii) amend, terminate or otherwise settle any Permitted Call Spread Transaction to the extent that any net payment in cash by the Borrower in consideration therefor is permitted under another clause of this Section 8.06; (d) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal yearmake other Restricted Payments; provided, that, (i) no Event of Default exists or would result therefrom and (ii) after giving effect to any such Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockPayment on a Pro Forma Basis, (iiiA) the Borrower shall be in compliance with the financial covenants set forth in Section 8.11 (without giving effect to the Leverage Increase Period thereunder) recomputed as of the end of the period of the four fiscal quarters of the Borrower most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) (or, prior to the first such delivery, the financial statements for the fiscal quarter ended October 31, 2020) and (B) the Consolidated Leverage Ratio recomputed as of the end of the period of the four fiscal quarters of the Borrower most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) (or, prior to the first such delivery, the financial statements for the fiscal quarter ended October 31, 2020) is not greater than the Consolidated Leverage Ratio that is 0.25:1.00 lower than the Consolidated Leverage Ratio required under Section 8.11(a) (without giving effect to the Leverage Increase Period thereunder); (e) the Borrower may (x) repurchase fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options or (y) “net exercise” or “net share settle” warrants or options; (f) so long as no Event of Default has occurred and is continuing pursuant to Section 9.01(a)(i)-(ii), Section 9.01(f) or Section 9.01(g), the Borrower may redeem or otherwise cancel Equity Interests or rights in respect thereof granted to (or make payments on behalf of) directors, officers, employees or other providers of services to the Borrower and the Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (g) the Borrower may make any Restricted Payments Payment that has been declared by the Borrower, so long as (A) such Restricted Payment would be otherwise permitted under clause (a) of this Section 8.06 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (h) the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase would be otherwise permitted under clause (d) of this Section 8.06 at the time such agreement is entered into and at the time such payment is made; (i) Borrower may repurchase Equity Interests or rights in accordance with stock option plans respect thereof granted to directors, officers, employees or other benefit plans for management or employees providers of services to the Borrower and its Subsidiaries, the Subsidiaries at the original purchase price of such Equity Interests or rights in respect thereof pursuant to a right of repurchase set forth in equity compensation plans in connection with a cessation of service; and (ivj) the receipt or acceptance by the Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase the return of Equity Interests in Borrower), (v) issued by the Borrower or any Restricted Subsidiary may make to the seller of a Restricted Payment pursuant to a Put ArrangementPerson, (vi) Borrower business or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), division as consideration for the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date purchase of such Restricted PaymentPerson, business or division, which return is in settlement of indemnification claims owed by such seller in connection with such acquisition.

Restricted Payments. (a) The Borrower will notnot make any Restricted ------------------- Payment at any time, provided that, so long as at the time thereof, and ------------------- will not permit any after -------- giving effect thereto, no Default or Event of its Restricted Subsidiaries toDefault shall have occurred and be continuing, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) the Borrower may declare and pay dividends with respect make the following Restricted Payments (subject, in each case, to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, applicable conditions set forth below): (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iiia) the Borrower may make Restricted Payments pursuant to and its members on or after April 12 of each fiscal year (the "current year") in accordance with stock option plans or other benefit plans an amount equal to the Tax ------------ Payment Amount for management or employees the immediately preceding fiscal year (the "prior ----- year"), so long as at least fifteen days prior to making any such ---- Restricted Payment, the Borrower shall have delivered to each Lender (i) notification of the amount and proposed payment date of such Restricted Payment and (ii) a statement from the Borrower's independent certified public accountants setting forth a detailed calculation of the Tax Payment Amount for the prior year and showing the amount of such Restricted Payment and all prior Restricted Payments; (b) the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments payments in respect of Employment Arrangements Management Fees to the extent permitted under Section 8.11 hereof; Credit Agreement ---------------- (including c) the Borrower may make payments in respect of the interest on Affiliate Subordinated Indebtedness constituting Supplemental Capital or Cure Monies; (d) the Borrower may make payments in respect of Preferred Membership Interests in an aggregate amount up to but not limited exceeding (prior to purchase the issuance of Equity the Senior Notes by Mediacom) the amount of interest payable by Mediacom on the Mediacom Notes and (following the issuance of Senior Notes by Mediacom) the amount of interest payable by Mediacom on Senior Notes having a principal amount equal to the amount of capital contributions made by Mediacom in consideration for the issuance of such Preferred Membership Interests, provided that such payments shall not include any payment in -------- respect of, or the setting apart of money for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition by the Borrower of, such Preferred Membership Interests in Borrower), (v) Borrower or any Restricted Subsidiary rights related thereto; and (e) the Borrower may make a Restricted Payment pursuant payments in respect of the principal of Affiliate Subordinated Indebtedness constituting Supplemental Capital or Cure Monies or to a Put Arrangementredeem, (vi) Borrower retire or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to otherwise acquire common Equity Preferred Membership Interests, so long as (i) in the case of any such payment in respect of the principal of Affiliate Subordinated Indebtedness constituting Cure Monies, at least one complete fiscal quarter shall have elapsed subsequent to the last date upon which the Borrower shall have utilized its cure rights under Section 9.02 hereof, without the occurrence of any Event of Default (and, for purposes hereof, unless the Borrower indicates otherwise at the time of any such payment, such payment shall be deemed to be made first from Cure Monies and second from Supplemental Capital); (viiii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause payment during any fiscal quarter (viithe "current fiscal quarter"), and to the aggregate amount making of Restricted Payments made under this clause (viiany ---------------------- Capital Expenditures pursuant to Section 8.12(b) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended hereof during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used abovecurrent fiscal quarter, the applicable "Calculation Period" with respect to a Restricted Payment means the period Borrower would (taken as one accounting period) from and after June 30, 2000 to and including at the last day of the most recent fiscal quarter ended immediately preceding prior to the current fiscal quarter) have been in compliance on a pro forma basis with Section 8.10 hereof and the Total Leverage Ratio calculated on a pro forma basis is at the time less than 5.50 to 1 (or, if lower, the applicable requirement at the time under Section 8.10(a) hereof), the determination of such compliance and such Total Leverage Ratio to be determined as if (x) for purposes of calculating the Total Leverage Ratio, the amount of such payment, together with the amount of any such Capital Expenditures, were added to Indebtedness, and (y) for purposes of calculating the Interest Coverage Ratio and Pro Forma Debt Service Coverage Ratio, the amount of such payment (and any Cure Monies received during the period for which the Interest Coverage Ratio or Pro Forma Debt Service Coverage Credit Agreement ---------------- Ratio is calculated), together with the amount of any such Capital Expenditures, represented additional principal of the Loans outstanding hereunder at all times during the respective fiscal quarter for which such Ratios are calculated and the amount of interest that would have been payable hereunder during such fiscal quarter were recalculated to take into account such additional principal or the amount of such payment in respect of the redemption, retirement or other acquisition by the Borrower of Preferred Membership Interests; and (iii) at least three Business Days prior to the date of any such Restricted Paymentpayment, the Borrower shall have delivered to the Lenders a certificate of a Senior Officer setting forth calculations, in form and detail satisfactory to the Majority Lenders, demonstrating compliance with the requirements of this paragraph (e) after giving effect to such payment. Nothing herein shall be deemed to prohibit the payment of dividends by any Subsidiary of the Borrower to such Borrower or to any other Subsidiary of the Borrower.

Restricted Payments. (a) The Borrower Company will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided that from and after January 1, except (i) 2019, the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower Company may make Restricted Payments pursuant if, at the time of and after giving effect to the proposed Restricted Payment: (1) no Event of Default shall have occurred and in accordance be continuing or will occur as a consequence thereof; (2) (x) with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make respect to Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that any Junior Financing Payment or Restricted Investment, immediately after giving effect to such Restricted Payment on a Pro Forma Basis, (i) the Senior Secured Net Leverage Ratio shall not exceed 4.00:1.00 and (ii) the Total Net Leverage Ratio shall not exceed 4.50:1.00, and (y) with respect to Restricted Payments under this clause constituting Junior Financing Payments or Restricted Investments, immediately after giving effect to such Restricted Payment on a Pro Forma Basis, (vii)i) the Senior Secured Net Leverage Ratio shall not exceed 4.00:1.00 and (ii) the Total Net Leverage Ratio shall not exceed 4.75:1.00; and (3) after giving effect to such Restricted Payment on a Pro Forma Basis, the aggregate amount of expended or declared for all Restricted Payments made under this clause on or after the Issue Date (viiexcluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6) after September 30(7), 2000 does (8), (9) and (10) of Section 4.07(b)) shall not exceed the sum of (Awithout duplication) $60,000,000 plus of: (Bi) 50% of Borrower's consolidated quarterly net income the Consolidated Net Income (or, if positiveConsolidated Net Income shall be a deficit, minus 100% of such deficit) for each calendar quarter ended of the Company accrued on a cumulative basis during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from the first day of the fiscal quarter of the Company in which the Issue Date occurs and after June 30, 2000 to and including ending on the last day of the most recently ended fiscal quarter ended immediately preceding for which internal financial information is available at the time of such Restricted Payment; plus (ii) 100% of the aggregate net proceeds (including the Fair Market Value of property other than cash) received by the Company subsequent to the Issue Date either (i) as a contribution to its common equity capital or (ii) from the issuance and sale of its Qualified Capital Interests, including Qualified Capital Interests issued upon the conversion or exchange of Debt (including Redeemable Capital Interests) of the Company, and from the exercise of options, warrants or other rights to acquire such Qualified Capital Interests (other than, in each case, Capital Interests or Debt issued or sold to a Subsidiary of the Company); plus (iii) 100% of the net reduction in Restricted Investments, made by the Company or any Restricted Subsidiary subsequent to the Issue Date, in any Person, resulting from (i) payments of interest on Debt, dividends, repayments of loans or advances, or any sale or disposition of such Restricted Investments (but only to the extent such items are not included in the calculation of Consolidated Net Income), or (ii) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary (or the causing of a Person that is not a Subsidiary to become a Restricted Subsidiary), not to exceed in the case of any Person the amount of Investments previously made by the Company or any Restricted Subsidiary in such Person subsequent to the Issue Date. (b) Notwithstanding the provisions of Section 4.07(a), the Company and its Restricted Subsidiaries may take the following actions: (1) the payment of any dividend on Capital Interests in the Company or a Restricted Subsidiary or the consummation of any irrevocable redemption within 60 days after declaration thereof or the giving of such irrevocable notice, as applicable, if, at the declaration date or notice thereof, such payment was permitted by the foregoing provisions of this Section 4.07; (2) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of any Capital Interests of the Company by conversion into, or in exchange for, Qualified Capital Interests, or out of net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Interests of the Company; provided, however, that the net cash proceeds from such sale of Qualified Capital Interests will be excluded from Section 4.07(a)(3)(ii) to the extent applied to any such purchase, repurchase, redemption, defeasance or other acquisition or retirement; (3) the redemption, defeasance, repurchase or acquisition or retirement for value of any Junior Financing out of the net cash proceeds of a substantially concurrent issue and sale (other than to a Subsidiary of the Company) of (x) Refinancing Debt of the Company or such Guarantor, as the case may be, Incurred in accordance with this Indenture or (y) Qualified Capital Interests of the Company; (4) so long as no Event of Default has occurred and is continuing, the purchase, redemption, retirement or other acquisition for value of Capital Interests in the Company, MIPCo or any Parent Entity (or any payments to a Parent Entity for the purposes of permitting any such repurchase) held (i) in the case of the Company, by directors, officers, consultants, employees, former directors, former officers, former consultants or former employees of the Company or any Restricted Subsidiary (or their Affiliates, Immediate Family Members, estates or beneficiaries under their estates) upon death, disability, retirement or termination of employment or service or alteration of employment or service status or pursuant to the terms of any agreement under which such Capital Interests were issued (including any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement) and, for the avoidance of doubt, including any principal and interest payable on any promissory notes issued by the Company or any Parent Entity in connection with such purchase, redemption, retirement or other acquisition for value or (ii) in the case MIPCo, directly by the MIP Shareholders (or their Affiliates, Immediate Family Members, estates or beneficiaries under their estates); provided that, in the case of clauses (i) and (ii) above, the aggregate cash consideration paid for such purchase, redemption, retirement or other acquisition for value of such Capital Interests does not exceed $10.0 million in any calendar year; provided, further, that any unused amounts in any calendar year may be carried forward; provided, however, that such amount in any calendar year may be increased by an amount not to exceed (A) the cash proceeds received by the Company or any of its Restricted Subsidiaries from the sale of Qualified Capital Interests of the Company or any direct or indirect Parent Entity of the Company (to the extent contributed to the Company) to directors, officers, employees or consultants of the Company and its Restricted Subsidiaries that occurs after the Issue Date; provided, however, that the amount of such cash proceeds utilized for any such purchase, redemption, retirement, other acquisition for value or dividend will not increase the amount available for Restricted Payments under Section 4.07(a)(3); plus (B) the cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after the Issue Date (provided, however, that the Company may elect to apply all or any portion of the aggregate increase contemplated by the proviso of this clause (4) in any calendar year and, to the extent any payment described under this clause (4) is made by delivery of Debt and not in cash, such payment shall be deemed to occur only when, and to the extent, the obligor on such Debt makes payments with respect to such Debt); (5) dividend adjustments and repurchases of Capital Interests deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities or the vesting of restricted stock units or deferred stock units (including any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement); (6) Restricted Payments (A) to make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Interests of the Company or the vesting of restricted stock units or deferred stock units and (B) consisting of: (i) payments made or expected to be made in respect of withholding or similar taxes or brokerage fees payable by any future, present or former officers, directors, employees, members of management or consultants of the Company, any Restricted Subsidiary or any Parent Entity, in each case, solely to the extent such taxes relate to the foregoing Persons’ ownership of Capital Interests in the Company; and/or (ii) repurchases of Capital Interests in consideration of the payments described in clause (i), including demand repurchases in connection with the exercise of stock options or the vesting of restricted stock units or deferred stock units; (7) so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Payments constituting Junior Financing Payments in an aggregate amount not to exceed the greater of (x) $23.0 million and (y) 1.0% of Consolidated Total Assets; (8) the extension of credit that constitutes intercompany Debt, the Incurrence of which is permitted pursuant to clauses (5), (6) and (7) of the definition of “Permitted Debt”; (9) as required by the terms of contracts of the Company or any Restricted Subsidiary that are in effect on the Issue Date and Restricted Payments made pursuant to the Transactions; and (10) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Junior Financing (A) at a purchase price not greater than 101% of the principal amount of such Junior Financing in the event of a change of control in accordance with provisions similar to Section 4.14 or (B) at a purchase price not greater than 100% of the principal amount thereof in accordance with provisions similar to Section 4.10; provided that, prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, the Company has complied with its obligations set forth in Section 4.14 of this Indenture; (c) If the Company makes a Restricted Payment which, at the time of the making of such Restricted Payment, in the good faith determination of the Company, would be permitted under the requirements of this Indenture, such Restricted Payment shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustment made in good faith to the Company’s consolidated financial statements affecting Consolidated Net Income. (d) The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of such Restricted Payment of the assets or securities proposed to be transferred or issued by the Company or any of its Restricted Subsidiaries, as the case may be, pursuant to such Restricted Payment. (e) For purposes of determining compliance with this Section 4.07, in the event that a proposed Restricted Payment or Investment (or a portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in clauses (1) to (10) of Section 4.07(b) and/or one or more of the clauses contained in the definition of “Permitted Investments,” or is entitled to be made pursuant to Section 4.07(a), the Company will be entitled to divide or classify (or later divide, classify or reclassify in whole or in part), in its sole discretion, such Restricted Payment or Investment (or portion thereof) among such clauses (1) to (10) of Section 4.07(b), and/or one or more of such clauses contained in the definition of “Permitted Investments” hereunder, or Section 4.07(a), in each case, in a manner that otherwise complies with this Section 4.07. (f) Notwithstanding anything in this Section 4.07, no Investment may be made in any Unrestricted Subsidiary consisting of Intellectual Property which is material to the business of the Company and its Restricted Subsidiaries, taken as a whole. (g) For purposes of determining compliance with any U.S. dollar denominated restriction on Restricted Payments, the U.S. dollar equivalent of a Restricted Payment denominated in another currency shall be calculated based on the relevant currency exchange rate in effect on the date the Company or the Restricted Subsidiary, as the case may be, first commits to such Restricted Payment.

Restricted Payments. The Credit Parties shall not, and shall not permit any Subsidiary to, directly or indirectly pay any Restricted Payment; provided, however, (a) The any Subsidiary may declare and pay Dividends to or for the benefit of the Borrower will notor any Guarantor, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (ib) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year(i) make regularly scheduled interest payments on Subordinated Debt, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockmake regularly scheduled interest payments on Additional Unsecured Senior Debt, (iii) subject to the Borrower may make Restricted Payments pursuant to proviso contained in clause (iv) below, declare and in accordance with stock option plans or other benefit plans for management or employees pay Dividends (including the repurchase of Capital Stock of the Borrower and its SubsidiariesBorrower), (iv) Borrower or any Restricted Subsidiary may make regularly scheduled principal payments on Subordinated Debt in existence as of the Effective Date; provided however, the sum of all Restricted Payments in respect of Employment Arrangements made pursuant to clause (including but not limited to purchase of Equity Interests in Borrower)iii) above, this clause (iv) and clause (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the below shall not exceed an aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed equal to the sum of (A) $60,000,000 35,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and Cumulative Net Income after June 30, 2000 2014, (v) make prepayments and regularly scheduled principal payments on Additional Unsecured Senior Debt in an aggregate amount taken together with amounts under clause (A) of clause (iv) above, not to and including exceed $35,000,000, (vi) payments expressly contemplated by the last day Spin Transaction Documents, (vii) make prepayments on Additional Unsecured Senior Debt from the proceeds of any Disposition of Assets on a pro rata basis with the prepayment of the fiscal quarter ended immediately preceding Loans as may be required under Section 2.6, in each case if and to the extent required by the agreements governing such Additional Unsecured Senior Debt and (viii) make a Special Dividend on the date the Senior Notes are issued; provided, that the Borrower shall make no Restricted Payments under clause (b)(i), clause (b)(iii) or clause (b)(iv) unless there shall exist no Default or Event of Default prior to or after giving effect to any such proposed Restricted Payment.

Restricted Payments. (a) The Borrower will not, and ------------------- nor will not Borrower permit any of its Restricted Subsidiaries other Credit Party to, declare declare, pay or make, or agree incur any liability to declare, pay or make, directly or indirectly, any Restricted Payment, except that, (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 Equity Interests payable solely in the aggregate in any fiscal yearadditional shares of such Equity Interests (other than Disqualified Capital Stock), (ii) Restricted Subsidiaries may declare and pay dividends make Restricted Payments ratably with respect to their capital stockEquity Interests, (iii) the Borrower may make Restricted Payments pursuant Permitted Tax Distributions; provided that if the aggregate Permitted Tax Distributions for any tax year exceed the actual annual tax amount for such year (based on the calculation in the definition of Permitted Tax Distribution), such excess shall be deducted from the next distribution(s) to occur after such U.S. federal income tax filing, and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments with respect to its Equity Interests so long as (other than cash dividends on its common StockA) provided that immediately no Default or Event of Default or Borrowing Base Deficiency then exists or would result therefrom, (B) after giving effect to such Restricted Payments under this clause Payment (viiand any Borrowings incurred in connection therewith), Liquidity is greater than or equal to ten percent (10%) of the Total Commitment in effect at such time, (C) after giving effect to such payment (and any Borrowings incurred in connection therewith), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest Consolidated Total Leverage Ratio on a pro forma basis is less than or equal to 3.00 to 1.00 and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used aboveafter giving pro forma effect to such payment, the applicable "Calculation Period" with respect Distributable Free Cash Flow Amount shall be greater than or equal to $0, and Borrower shall have delivered a Restricted Payment means certificate certifying as to the period (taken as one accounting period) from and after June 30, 2000 to and including the last day satisfaction of the fiscal quarter ended immediately preceding foregoing conditions to the date Administrative Agent and executed by an Authorized Officer of Borrower to the Administrative Agent not less than two (2) Business Days (or such shorter time as the Administrative Agent may agree in its sole discretion) prior to the making of such Restricted Payment.

Restricted Payments. (a) The Neither Holdings nor the Borrower will notwill, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except except: (ia) Holdings or the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 Equity Interests payable solely in the aggregate in any fiscal year, additional shares of its common stock; (iib) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockEquity Interests to the Borrower or any other Credit Party (other than Holdings or Freedom Holding, which are covered in clauses (iiid) and (e) below); (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, ; (ivd) the Borrower or any Restricted Subsidiary may make Restricted Payments pay dividends to Holdings in respect of Employment Arrangements Permitted Corporate Expenses so long as (including but not limited to purchase 1) no Default or Event of Equity Interests in Borrower)Default would result therefrom, (v2) the Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant demonstrates, to a Put Arrangementthe Administrative Agent’s reasonable satisfaction, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately pro forma compliance with the financial covenants set forth in Sections 6.12 through 6.15 after giving effect to the applicable dividend (and with the understanding that no such Restricted Payments dividend shall be paid until such covenants are in effect and being measured as and when required under this clause (viisuch Sections), (3) the aggregate amount of Restricted Payments made such dividends and related Permitted Corporate Expenses do not exceed the Permitted Corporate Expenses Cap for the applicable fiscal quarter and applicable fiscal year, and (4) if any portion of such dividend is used to pay amounts owing under this clause (vii) after September 30the Freedom Consulting Agreement, 2000 such amount does not exceed the sum of Permitted Freedom Consulting Payment Cap; provided, however, that (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positivei) for each calendar any month ending prior to the end of the first full fiscal quarter ended during to occur after the applicable Calculation Periodquarter in which the Opening Date occurs, plus the Borrower may pay dividends to Holdings in an amount not to exceed $65,000 per month with respect to Permitted Corporate Expenses (C) all other than payments under the Freedom Consulting Agreement and the Freedom Holding Note, payments of interest or principal on any outstanding debt of Holdings and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary dividends in respect of preferred or common stock, none of which shall be paid with such $65,000 amounts), and (ii) for the first fiscal quarter that the Borrower is required to comply with the financial covenants set forth in Sections 6.12 through 6.15, no more than the First PCE Dividend Amount shall be permitted to be paid for such quarter; (e) Holdings may pay accrued dividends on its outstanding preferred stock using proceeds of dividends permitted under Section 6.06(d); and (f) so long as no Default or Event of Default is then outstanding or would result therefrom, and Miami Casino Management, LLC (or any Restricted Investment during the applicable Calculation Period, plus (Dsuccessor thereto) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect remains subject to a Restricted Payment means subordination agreement in form and substance acceptable to the period (taken Administrative Agent, payments of Management Fees as one accounting period) from and after June 30, 2000 to and including when required by the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentManagement Agreement.

Restricted Payments. The Company shall not, nor shall it permit any Subsidiary to, declare, make or pay any Restricted Payments, other than (a) The Borrower will notpermitted Restricted Payments listed on Schedule 7.17, (b) payments and ------------------- will not permit any prepayments of its Restricted Subsidiaries todebt permitted by Section 7.01(ii)(j), declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (c) payments and prepayments of the Transaction Facilities (as in effect on the Amendment No. 8 Closing Date); provided that (i) any voluntary prepayment under the Borrower may declare Existing 2015 Term Loan Credit Agreement, any Note Purchase Agreement or, to the extent such prepayment results in a commitment reduction, this Agreement or the Existing Revolving Credit Agreement, shall be made together with voluntary prepayments of the other Transaction Facilities, on a pro rata basis by reference to the outstanding principal balances thereunder (and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in Commitments shall be reduced by the amount of any fiscal year, such voluntary prepayment made under this Agreement) and (ii) Restricted the Company and its Subsidiaries may declare shall not pay any make-whole amount to the Noteholders in connection with any prepayment of the NPA Notes upon the consummation of the Technology Disposition except in accordance with Section 6.19(b), and pay (d) payments of dividends by any Subsidiary to Loan Parties ratably with respect to their capital stock, (iii) 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, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower)held by such Loan Parties. Notwithstanding the foregoing, (v) Borrower neither the Company nor its Subsidiaries shall make any share repurchases; provided that for the avoidance of doubt any share repurchases or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving required to pay withholding tax liabilities of employees pursuant to the Company’s “Chicago Bridge & Iron 2008 Long-Term Incentive Plan, as Amended” in effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentAmendment No. 8 Closing Date shall be expressly permitted.

Restricted Payments. The Borrowers will not make any Restricted Payment at any time, provided that, so long as at the time thereof, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, the Borrowers may make the following Restricted Payments (subject, in each case, to the applicable conditions set forth below): (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) 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, (iv) Borrower or any Restricted Subsidiary Borrowers may make Restricted Payments in cash to their members in an amount equal to the Tax Payment Amount with respect to any fiscal period or portion thereof (net of Restricted Payments previously made under this paragraph (a) in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrowersuch period), so long as at least fifteen days prior to making any such Restricted Payment, the Borrowers shall have delivered to each Lender (vi) Borrower or any notification of the amount and proposed payment date of such Restricted Subsidiary Payment and (ii) a statement of a Senior Officer (and, in the event such period is a full fiscal year, the Borrower’s independent certified public accountants) setting forth a detailed calculation of the Tax Payment Amount for such period and showing the amount of such Restricted Payment and all previous Restricted Payments made pursuant to this Section 8.09(a) in respect of such period; (b) the Borrowers may make a Restricted Payment pursuant payments in cash in respect of Management Fees to a Put Arrangement, the extent permitted under Section 8.11 hereof; (vic) Borrower or any Restricted Subsidiary the Borrowers may make dividends payments in cash in respect of the interest on Affiliate Subordinated Indebtedness constituting Supplemental Capital or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and Cure Monies; and (viid) Borrower or any Restricted Subsidiary the Borrowers may make other Restricted Payments payments in cash in respect of the principal of Affiliate Subordinated Indebtedness and distributions in respect of the equity capital of the Borrowers and may request the issuance of Affiliate Letters of Credit (other than cash dividends on its common Stocksuch payment and issuance being collectively called “Permitted Transactions”), so long as (i) provided that immediately in the case of any Permitted Transaction consisting of a payment in respect of the principal of Affiliate Subordinated Indebtedness, or distribution in respect of equity capital, constituting Cure Monies, at least one complete fiscal quarter shall have elapsed subsequent to the last date upon which the Borrowers shall have utilized their cure rights under Section 9.02 hereof, without the occurrence of any Event of Default (and, for purposes hereof, unless the Borrowers indicate otherwise at the time of any such payment, such payment or distribution shall be deemed to be made first from Cure Monies and second from Supplemental Capital); (ii) after giving effect to such Restricted Payments under this clause any Permitted Transaction during any fiscal quarter (vii)the “current fiscal quarter”) and to the making of any Capital Expenditures pursuant to Section 8.12(b) hereof during the current fiscal quarter, the aggregate amount of Restricted Payments made under this clause Borrowers would (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including at the last day of the most recent fiscal quarter ended immediately preceding prior to the date current fiscal quarter) have been in compliance on a pro forma basis with Section 8.10 hereof, the determination of such Restricted Payment.compliance to be determined as if

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, except or incur any obligation (contingent or otherwise) to do so, unless, at the time of and after giving effect to such Restricted Payment, (i) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment, (ii) the Borrower would, on a Pro Forma Basis, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 8.02(a) and (iii) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Holdings or the Borrower and its Subsidiaries after the date hereof pursuant to this paragraph is less than the Available Amount as of the date of such proposed Restricted Payment. The limitations of this Section 8.05 shall not prohibit: (a) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or may declare and pay dividends make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with respect the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to its capital stock management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $10,000,000 in the aggregate 2,500,000 in any fiscal year (excluding any net repurchases or payments over issuances of such Equity Interests in such fiscal year to such employees) (the “Distribution Amount”); provided, that the amount of permitted distributions pursuant to this Section 8.05(a) shall be increased by (A) the unused Distribution Amount for the immediately preceding fiscal year less (B) an amount equal to the unused Distribution Amount carried forward to such preceding fiscal year; (b) the redemption, retirement or defeasance of any Indebtedness of Holdings or its Subsidiaries with the Net Cash Proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by a Subsidiary of the Borrower to the holders of its Equity Interests on a pro forma basis; (d) dividends or distributions by the Borrower to Holdings (i) in an amount not to exceed $2,000,000 in any fiscal year to the extent necessary to promptly pay operating and corporate overhead costs and expenses incurred by Holdings in the ordinary course of business (including outside directors and professional fees, expenses and indemnities), (ii) Restricted in an amount necessary to pay the tax liabilities of Holdings (excluding any taxes imposed on or measured by Holdings’ overall net income and excluding for the avoidance of doubt, any tax liabilities of any Person holding any Equity Interest in Holdings) directly attributable to (or arising as a result of) the operations of Holdings, the Borrower and the Subsidiaries may declare (provided that any refunds thereof received by Holdings are promptly returned to the Borrower) and pay dividends ratably with respect to their capital stock, (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, at the times due and in an amount necessary to make payments to the Permitted Holders to the extent permitted by Section 8.07(e); (e) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Holdings or the Borrower; and (f) if and for so long as the Borrower may make Restricted Payments pursuant is a member and is not the parent of a group filing a consolidated, combined or unitary tax return, payments to the parent in amounts required for such parent to pay Federal, state and in accordance with stock option plans or other benefit plans for management or employees local income taxes, to the extent such income taxes are attributable to the income of the Borrower and its Subsidiaries; provided, (iv) that the amount of such payments in any fiscal year do not exceed the amount that the Borrower or any Restricted Subsidiary may make Restricted Payments and its consolidated Subsidiaries would be required to pay in respect of Employment Arrangements (including but not limited Federal, state and local taxes for such fiscal year were the Borrower to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to pay such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated taxes as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentstand-alone taxpayer.

Restricted Payments. (a) The Borrower will notNo Credit Party shall, and ------------------- will not nor shall it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (ia) each Subsidiary of the Borrower may make Restricted Payments 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 is being made; (b) the Borrower may declare and pay make dividend payments or other distributions payable solely in common Equity Interests of such Person; (c) redemptions or repurchases of Equity Interests in the Borrower from employees and former employees; provided that (x) the aggregate amount of all such redemptions or repurchases made pursuant to this clause (c) in any Fiscal Year shall not exceed $2,000,000 and (y) after giving effect to any such redemption or repurchase on a Pro Forma Basis, no Default or Event of Default shall exist; (d) Restricted Payments consisting of announced dividends with that satisfied the conditions of any other clause of this Section 8.4 at the time of announcement thereof; (e) so long as no Default or Event of Default exists or would result therefrom, the making by the Borrower of quarterly dividend payments in respect to its capital of common stock of the Borrower in an aggregate amount not to exceed $10,000,000 in any Fiscal Year; (f) Restricted Payments consisting of dividends paid by Zephyr Acquisition Company to Heritage Property & Casualty Insurance Company as a holder of preferred Equity Interests pursuant to the aggregate in any fiscal yearterms of a consent order issued by an applicable Insurance Regulatory Authority; and (g) other Restricted Payments, so long as: (i) no Default or Event of Default exists or would result therefrom; (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) 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, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make on a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately Pro Forma Basis after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment, the Consolidated Leverage Ratio is at least 0.25:1.00 (a “quarter turn”) less than the Consolidated Leverage Ratio required for the period of four (4) Fiscal Quarters most recently ended; and (iii) after giving effect to any such Restricted Payment, there remains at least Twenty-Five Million Dollars ($25,000,000) of Liquidity.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except except: (a) subject to the delivery by the Borrower to the relevant agents under the Senior Term Loan Agreement or this Agreement, as the case may be, of reasonable documentary evidence thereof (and without duplication of any Asset Taxes paid pursuant to Section 6.07(c) or Permitted Borrower Expenses pursuant to Section 6.07(d)), (i) any Restricted Payments made for the purpose of allowing the direct and indirect shareholders of Holdings to pay Asset Taxes and (ii) any Restricted Payment made for the purpose of allowing Holdings to pay Permitted Borrower may declare and pay Expenses; (b) the payment of dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees year of the Borrower in an aggregate amount not exceeding the lesser of $9,550,000 and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made the portions of Excess Cash Flow for such fiscal year not required to be used to prepay the Senior Loans pursuant to Section 2.04(b)(i) of the Senior Term Loan Agreement, the terms of any Indebtedness under this clause any Permitted Refinancing, and the Loan pursuant Section 2.04(b)(i) (vii) after September 30as such aggregate amount may be reduced on a Dollar-for-Dollar basis by the amount of prepayments, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Periodredemptions or repurchases, plus (C) all interest and principal payments, dividends, distributions and other payments in respect, of Indebtedness of the Borrower under any Permitted Subordinated Debt, made pursuant to paragraph (d) below), provided that (i) no Default shall have occurred and be continuing or would result therefrom and (ii) no such dividend payment shall be permitted from any such portion of Excess Cash Flow for any Measurement Period until after the mandatory prepayment required pursuant to Section 2.04(b)(i) of the Senior Term Loan Agreement, the terms of any Indebtedness under any Permitted Refinancing, and Section 2.04(b)(i) hereof, to be made for such Measurement Period shall have been made; (c) the payment of dividends or distributions with the proceeds of amounts received by the Borrower or any Restricted Subsidiary in respect of the Santander Excluded Assets; and (d) prepayments, redemptions or repurchases of, and other payments in respect of, Indebtedness of the Borrower under any Restricted Investment during Permitted Subordinated Debt, made with the applicable Calculation Period, plus amounts otherwise permitted to be used for the payment of dividends pursuant to paragraph (Db) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, provided that, upon any such prepayment, redemption or repurchase, the applicable "Calculation Period" with respect to amount otherwise available for the payment of dividends under paragraph (b) above shall be reduced on a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentDollar-for-Dollar basis.

Restricted Payments. (a) The Neither the Borrower will not, and ------------------- will not permit nor any of its Restricted Subsidiaries to, shall declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except except: (i) the Borrower may declare make (a) payments to Holdings sufficient to fund Holdings' payments under the Jordan Management Agreement as in effect as of the Closing Date for (1) consulting, financial, management and pay dividends with investment banking fees plus (2) out of pocket expenses and indemnities, provided that the obligations in respect of such fees under the Jordan Management Agreement shall be subordinated expressly to its capital stock the Secured Obligations and (b) distributions to Holdings sufficient to fund Holdings' payment of directors' fees and indemnities (whether or not Holdings applies the funds to the payment of such directors' fees) provided that such Restricted Payments shall not exceed $150,000 plus out of pocket expenses in any fiscal year of the Borrower; (ii) so long as Holdings files consolidated income tax returns that include the Borrower, on the Business Day immediately preceding the date on which Holdings shall be required to make any tax related payment to any Governmental Authority, the Borrower may make distributions to Holdings to fund Holdings' payment of tax obligations, from funds legally available for such purpose, in an amount not to exceed $10,000,000 the amount calculated pursuant to the Tax Sharing Agreement attached hereto as Exhibit P; provided, Holdings shall in turn utilize such amount thereof as is necessary to pay its consolidated tax obligations; provided, further, that after the occurrence and during the continuance of any Default or Unmatured Default, the amount permitted to be paid to Holdings shall not exceed the lesser of (1) the amount calculated pursuant to the Tax Sharing Agreement, (2) the "Consolidated Tax" (as defined in the aggregate Tax Sharing Agreement as in effect on the Closing Date) and (3) the "Calculated Tax" of the "Acquisition Group" (each as defined in the Tax Sharing Agreement as in effect on the Closing Date); and provided, further, any fiscal year, amount otherwise permitted to be paid under this clause (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect shall be reduced by the amount of any tax related payments made directly by the Borrower or any Subsidiary to their capital stock, any Governmental Authority. (iii) the Borrower may make Restricted Payments distributions to Holdings to fund (a) payments required to be made by and actually made by Holdings in respect of interest due on an unaccelerated basis on the Holdings Subordinated Debt, unless such payments are prohibited by the subordination terms applicable to such Indebtedness; provided, however, the Borrower may make such distributions with respect to the Holdings Subordinated Debt only on March 1 and September 1 of each year (or the Business Day immediately prior thereto if such date is not a Business Day); (b) (1) payments made by Holdings to repurchase its common stock made pursuant to and in accordance with stock option plans Section 7.2, 7.3 or other benefit plans for management or employees 7.4 of the Borrower Stockholders Agreement as in effect on the Closing Date and its Subsidiaries(2) payments required to be made by and actually made by Holdings in respect of amounts due on an unaccelerated basis on the Repurchase Indebtedness unless such payments are prohibited by the subordination terms applicable to such Repurchase Indebtedness in an aggregate amount for all such payments under clauses (1) and (2) not to exceed $4,000,000, such distributions to be made not earlier than one Business Day prior to the date on which Holdings is to make such payments; provided, that, Holdings shall first satisfy any such payment obligation by canceling Indebtedness under the Management Note, if any, of the Person to whom Holdings is obligated to make such payment; and (c) mandatory payments of dividends due on the Preferred Stock to the extent Indebtedness for such payments is Permitted Holdings Indebtedness under clause (c) of the definition thereof, such distributions to be made not earlier than one Business Day prior to the date on which Holdings is required to make such payments; (iv) the Borrower may make payments to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ or to Holdings sufficient to make payment of amounts due under the Employment Agreements without taking into account any amendment, modification, supplement or restatement thereof or the adjustment of any such amount pursuant to the terms thereof resulting from a change of facts and circumstances after the date of this Agreement (other than increases in base salary approved pursuant to Section 2 of the Employment Agreement) unless the Agent and the Required Lenders shall have consented to the terms thereof if the effect of such amendment, modification, supplement, restatement or adjustment is to increase the amount or accelerate the time of payment of such amounts; (v) the Borrower may make mandatory payments of interest, principal or premium, if any, when due on the Permitted Subordinated Indebtedness unless such payments are prohibited by the terms of such Indebtedness or the subordination agreements related thereto; (vi) any Restricted Subsidiary may make distributions to the Borrower or to a Restricted Subsidiary; (vii) the Borrower or any Restricted Subsidiary may make Restricted Payments in respect defease, redeem or repurchase Permitted Subordinated Indebtedness with the net cash proceeds from an issuance of Employment Arrangements Permitted Refinancing Indebtedness; (including but not limited to purchase of Equity Interests in Borrower), (vviii) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant defease, redeem or repurchase Permitted Subordinated Indebtedness with the net cash proceeds from the substantially concurrent sale (other than to a Put Arrangement, (vi) the Borrower or any subsidiary of the Borrower) of Equity Interests of such Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Redeemable Stock); (ix) provided that immediately after giving effect to such Restricted Payments payments in connection with the Stock Acquisition and related financing transactions as described under this clause (vii), the aggregate amount "The Transactions" and "Use of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed Proceeds" provisions contained in the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment.Offering Memorandum;

Restricted Payments. (a) The Borrower will not, and ------------------- nor will not it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that (ia) any Restricted Subsidiary that is a real estate investment trust may purchase or redeem its Equity Interests for cash in an aggregate amount not exceeding $200,000 after the date hereof; (b) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 payable solely in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital additional shares of its common stock, (iii) the Borrower and may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans established in the ordinary course of business for management directors, management, employees or employees consultants of the Borrower and its Subsidiaries; (c) if no Default shall have occurred and be continuing or would result therefrom, (iv) the Borrower or any Restricted Subsidiary may declare, pay and make Restricted Payments in respect an aggregate amount after the date hereof not exceeding $50,000,000; and (d) the Borrower may declare and make Restricted Payments in cash, subject to the satisfaction of Employment Arrangements (including but not limited to purchase each of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a the following conditions on the date of each such Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause thereto: (vii), i) no Default shall have occurred and be continuing; (ii) the aggregate amount of Restricted Payments made since the Effective Date (including such Restricted Payment) under this clause (viid) after September 30, 2000 does shall not exceed an amount equal to the sum aggregate of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) Net Income of the Borrower for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30including January 4, 2000 to 2010 through and including the last day of the fiscal quarter of Borrower most recently ended immediately preceding prior to the date of such Restricted PaymentPayment (treated for this purposes as a single accounting period) and the aggregate amount of Net Available Proceeds from Equity Issuances not required to prepay Loans pursuant to Section 2.10 hereof and not used to make Permitted Acquisitions; and (iii) the Pro Forma Senior Secured Leverage Ratio on the date of such Restricted Payment shall not exceed 2.50 to 1.00.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or makeMake, directly or indirectly, any Restricted Payment, except (i) the Borrower may declare that, so long as no Default shall have occurred and pay dividends with respect be continuing prior to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) 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, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) each Loan Party may make Restricted Payments under to any Loan Party; (b) the Loan Parties may declare and make dividend payments or other distributions payable solely in the common stock or other Equity Interests (other than Disqualified Stock) of such Person; and (c) Specified Tax Payments; and (d) so long as no FILO Loan is outstanding immediately prior to and/or immediately after giving effect to any transaction contemplated by this clause (viid), the aggregate amount Lead Borrower may pay other cash dividends on its Equity Interests (excluding Disqualified Stock) and repurchase, redeem or otherwise acquire Equity Interests issued by it if, after giving effect to such transaction or payment, either (i) Pro Forma Excess Availability and Projected Excess Availability as of Restricted Payments made under this clause the date of consummation of such payment will be equal to or greater than twenty percent (vii20.0%) after September 30of the Aggregate Loan Cap, 2000 does not exceed the sum of or (ii) (A) $60,000,000 plus Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than fifteen percent (15.0%) of the Aggregate Loan Cap and (B) 50% the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.10 to 1.00, and, in either case, the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of Borrower's consolidated quarterly net income demonstrating compliance with either clause (if positivei) for each calendar quarter ended during the applicable Calculation Period, plus or clause (Cii) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect as applicable, five (5) Business Days prior to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymenttransaction or payment.

Restricted Payments. (a) The Borrower will Company and Borrowers shall not, and ------------------- will shall not permit any of its and their Restricted Subsidiaries toto declare, declare order, pay, make or make, or agree to pay or make, directly or indirectly, set apart any sum for any Restricted Payment, except ; provided that Company and its Restricted Subsidiaries may (i) make Holdings Ordinary Course Payments, so long as Holdings applies the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in amount of any fiscal year, such Restricted Payment for such purpose; (ii) make Restricted Subsidiaries may declare Payments to Holdings for purchases of Common Stock of Holdings in connection with the administration of Holdings’ employee benefits program and pay dividends ratably with respect to their capital stock, repurchases of employee shares; (iii) make regularly scheduled payments of interest in respect of any Subordinated Indebtedness in accordance with the Borrower terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued, as such indenture or other agreement may be amended from time to time to the extent not prohibited by Section 8.12(a); provided, in the case of Company’s intercompany notes to Holdings, such payments of interest shall be limited to non-cash payments on a basis consistent with past practices; (iv) make payments of intercompany indebtedness other than payments of Company’s intercompany Indebtedness to Holdings; (v) make Restricted Payments pursuant to Holdings to redeem, repay, repurchase or defease Existing Holdings Senior Notes; and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (ivvi) Borrower or any Restricted Subsidiary may otherwise make Restricted Payments in respect so long as (a) no Event of Employment Arrangements (including but not limited to purchase Default or Unmatured Event of Equity Interests in Borrower), (v) Borrower Default has occurred and is continuing or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, would result therefrom and (viib) Borrower or any Restricted Subsidiary may make other Restricted Payments (other the Total Leverage Ratio is not greater than cash dividends 4.00 to 1.00 on its common Stock) provided that a Pro Forma Basis for the most recent Test Period both immediately before and immediately after giving effect to such Restricted Payments under Payment. The provisions of this clause (vii), Section 8.5 shall not be breached by the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect payment of any Restricted Investment during Payments to Holdings for the applicable Calculation Periodpurposes of Holdings making a dividend payment under clause (iv) of Holdings Ordinary Course Payments definition within 60 days after the declaration of the dividend by Holdings, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used aboveif at such date of declaration, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date making of such Restricted Paymentpayment would not have been in violation of this Section.

Restricted Payments. (a) The Borrower will not, and ------------------- nor will not it permit any of its Restricted Subsidiaries (other than Financing Subsidiaries) to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) that the Borrower may declare and pay pay: (a) dividends with respect to its the capital stock of the Borrower to the extent payable in additional shares of the Borrower’s common stock; (b) dividends and distributions in either case in cash or other property (excluding for this purpose the Borrower’s common stock) in any taxable year of the Borrower in amounts not to exceed $10,000,000 the amount that is estimated in good faith by the aggregate in any fiscal Borrower to be required to (i) reduce to zero for such taxable year or for the previous taxable year, its investment company taxable income (within the meaning of section 852(b)(2) of the Code), and reduce to zero the tax imposed by section 852(b)(3) of the Code and (ii) Restricted Subsidiaries may declare avoid federal excise taxes for such taxable year imposed by section 4982 of the Code; (c) dividends and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and distributions in accordance with stock option plans each case in cash or other benefit plans property (excluding for management or employees this purpose the Borrower’s common stock) in addition to the dividends and distributions permitted under the foregoing clauses (a) and (b), so long as on the date of such Restricted Payment and after giving effect thereto: (i) no Default shall have occurred and be continuing; provided that, if such Restricted Payment is a scheduled dividend of the Borrower and its SubsidiariesBorrower, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a then such Restricted Payment pursuant shall be deemed to a Put Arrangement, (vicomply with this Section 6.05(c)(i) Borrower so long as no Default or any Restricted Subsidiary may make dividends or distributions Event of common Equity Interests or options or rights to acquire common Equity Interests, Default shall have occurred and be continuing at the time of declaration and (viiA) Borrower such payment is made within seventy five (75) days after declaration thereof or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common StockB) provided that no Event of Default shall have occurred and be continuing at the time of payment or immediately after giving effect to such Restricted Payments under this clause thereto; and (vii), ii) the aggregate amount of Restricted Payments made during any taxable year of the Borrower after December 31, 2020 under this clause (viic) shall not exceed an amount equal to the difference of (x) an amount equal to 10% of the taxable income of the Borrower for such taxable year determined under section 852(b)(2) of the Code, but without regard to subparagraphs (A), (B) or (D) thereof, minus (y) the amount, if any, by which dividends and distributions made during such taxable year pursuant to the foregoing clause (b) based upon the Borrower’s estimate of taxable income exceeded the actual amounts specified in subclauses (i) and (ii) of such foregoing clause (b) for such taxable year; provided that dividends declared in any taxable year but paid in the subsequent taxable year shall be deemed to be made in the taxable year such dividends were declared; (d) any delivery or payment (i) in connection with, or as part of, the termination or settlement of any Permitted Warrant, (ii) in connection with entering into a Permitted Convertible Note Hedge and (iii) in connection with the replacement of any existing Permitted Convertible Note Hedge with a substantially similar Permitted Convertible Note Hedge; and (e) other Restricted Payments so long as (i) on the date of such other Restricted Payment and after September 30, 2000 giving effect thereto (x) the Covered Debt Amount does not exceed the sum of (A) $60,000,000 plus (B) 5090% of Borrower's consolidated quarterly net income the Borrowing Base and (if positivey) for each calendar quarter ended during no Default shall have occurred and be continuing and (ii) to the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during extent that the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day Covered Debt Amount would exceed 60% of the fiscal quarter ended immediately preceding Borrowing Base on the date of such Restricted Payment after giving effect thereto, on the date of such other Restricted Payment the Borrower delivers to the Administrative Agent and each Lender a Borrowing Base Certificate as at such date demonstrating compliance with subclause (x) after giving effect to such Restricted Payment. For purposes of preparing such Borrowing Base Certificate, (A) the fair market value of Portfolio Investments for which market quotations are readily available shall be the most recent quotation available for such Portfolio Investment and (B) the fair market value of Portfolio Investments for which market quotations are not readily available shall be the Value set forth in the Borrowing Base Certificate most recently delivered by the Borrower to the Administrative Agent and the Lenders pursuant to Section 5.01(d); provided that the Borrower shall reduce the Value of any Portfolio Investment referred to in this subclause (B) to the extent necessary to take into account any events of which the Borrower has knowledge that adversely affect the value of such Portfolio Investment. Nothing herein shall be deemed to prohibit the payment of Restricted Payments by any Subsidiary of the Borrower to the Borrower or to any other Subsidiary Guarantor.

Restricted Payments. (a) The Neither Holdings nor the Parent Borrower will, nor will not, and ------------------- will not they permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except except: (ia) any wholly-owned Subsidiary may distribute any cash, property or assets to Holdings, the Parent Borrower may declare and pay dividends with respect to or any other Subsidiary that is its capital stock not to exceed $10,000,000 in the aggregate in direct or indirect parent; (b) any fiscal year, (ii) Restricted Subsidiaries Subsidiary may declare and pay dividends ratably with respect to their capital stock, its Equity Interests; (iiic) 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, (iv) Borrower or any Restricted Subsidiary Holdings may make Restricted Payments in respect cash in an aggregate amount not to exceed $250,000,000 during any fiscal year; provided that, at the time of Employment Arrangements declaration (including but not limited to purchase in the case of Equity Interests a dividend) or payment (in Borrower)all other cases) and after giving effect thereto, (vi) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, no Default has occurred and is continuing and (viiii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately Holdings would be in compliance with Sections 6.09 and 6.11 after giving effect to such Restricted Payments under this clause Payment and any Indebtedness being incurred in connection therewith; and (vii)d) Holdings may make any additional Restricted Payment in cash; provided that (i) the amount of such Restricted Payment, together with the aggregate amount of all other Restricted Payments made under this by Holdings after the Effective Date (other than those made pursuant to clause (viic) after September 30above), 2000 does not exceed the sum sum, without duplication, of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) Consolidated Net Income for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day beginning of the first fiscal quarter ending after the Effective Date to the end of Holdings’ most recently ended immediately preceding fiscal quarter for which financial statements are publicly available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, minus 100% of such deficit); plus (B) 100% of the aggregate net cash proceeds received by Holdings, during the period from the Effective Date to the date of such Restricted Payment, from the issuance by Holdings of additional Equity Interests (other than Disqualified Equity Interests or Equity Interests issued to a Subsidiary or to an employee stock ownership plan or trust), and (ii) at the time of declaration (in the case of a dividend) or payment (in all other cases) and after giving effect thereto, (i) no Default has occurred and is continuing and (ii) Holdings would be in compliance with Sections 6.09 and 6.11 after giving effect to such Restricted Payment and any Indebtedness being incurred in connection therewith. Notwithstanding the foregoing, this Section 6.07 shall not apply at any time that (i) if both rating agencies shall then have a Credit Rating in effect, the Credit Ratings are Baa2 and BBB, respectively, with stable outlook or better or (ii) if only one rating agency shall then have a Credit Rating in effect, such Credit Rating is Baa2 or BBB, as applicable, with stable outlook or better.

Restricted Payments. (a) The Borrower will not, and ------------------- will shall not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except Payments other than distributions of (i) the Borrower may declare and pay dividends amounts paid to it in accordance with respect to its capital stock not to exceed $10,000,000 Section 2.7 on a Quarterly Payment Date as set forth in the aggregate in any fiscal yearrelated Quarterly Payment Date Report, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockthe proceeds of Loan Advances, (iii) amounts on deposit in the Borrower may make Restricted Payments pursuant Pre-Funded Loan Account to and in accordance with stock option plans or other benefit plans for management or employees the extent permitted under clause (y) of the Borrower and its Subsidiaries, final sentence of Section 2.9(f) or (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited amounts necessary to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or Permitted RIC Distribution on any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (date other than cash dividends on its common Stocka Quarterly Payment Date (each, an “Intra-Quarter Permitted RIC Distribution”) provided if (A) the Collateral Manager provides 5 Business Days’ notice to the Administrative Agent together with a certificate certifying that immediately as of such date of certification, the Borrower expects to, after giving effect to such Restricted Payments Intra-Quarter Permitted RIC Distribution and all Collections the Borrower expects to receive by the immediately following Quarterly Payment Date, have sufficient funds to make all payments on such immediately following Quarterly Payment Date to Persons entitled to receive all payments in priority to Permitted RIC Distributions under Section 2.7 (together with a schedule specifying the amount of (x) the Collections that will remain in the Collection Account immediately after such Intra-Quarter Permitted RIC Distribution, (y) the Collections the Borrower expects to receive by the immediately following Quarterly Payment Date and (z) the amounts that would be required to satisfy all payments in priority to Permitted RIC Distributions under Section 2.7 on such immediately following Quarterly Payment Date (assuming for purposes of this clause that the Advances Outstanding (and the rate of Interest incurred) and the Unused Facility Amount (and the rate of Non-Usage Fee incurred) shall remain constant from the date of such certification) and (B) no Permitted RIC Distribution under this clause (viiiv) had been made in the applicable calendar year; provided that distributions may be made under the foregoing clauses (ii), (iii) and (iv) only if immediately before and after giving effect to such distribution, (x) the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does Advances Outstanding shall not exceed the sum Availability and (y) no Default or Event of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentDefault shall exist.

Restricted Payments. (a) The Borrower will notNo Loan Party shall, and ------------------- will not no Loan Party shall permit any of its Restricted Subsidiaries to, declare directly or makeindirectly declare, or agree to pay or make, directly or indirectly, make any Restricted Payments other than (a) intercompany payments made in the ordinary course of business for funding of such Loan Party’s payroll and terminating NBS traffic on Parent’s network, provided that any payments by Borrower or any of its Subsidiaries to Parent shall be at direct cost plus a m▇▇▇-up not in excess of the average m▇▇▇-up provided to third party customers for similar services, (b) any Corporate Allocation Payment, except provided that (i) no Default or Event of Default shall have occurred and be continuing or would result from the Borrower may declare making of such payment and pay dividends (ii) any proposed Corporate Allocation Payment, together with respect all other Corporate Allocation Payments made during the period of twelve (12) consecutive fiscal months ending on the last day of the month in which such proposed Corporate Allocation Payment is to its capital stock be made, shall not to exceed $10,000,000 in the aggregate exceed the sum of $2,000,000 in any fiscal year; provided that, if the Corporate Allocation Payment in any fiscal year exceeds $1,500,000, the Loan Party shall deliver a certificate to Administrative Agent (together with the Compliance Certificate for such fiscal year) comparing the Corporate Allocation Payment for such fiscal year to the previous fiscal year and the projections for such fiscal year and, if in excess of projections, discussing why such Corporate Allocation Payments exceed such projections, (iic) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower a Loan Party 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) Borrower or any Restricted other Loan Party (other than Parent), (d) a Subsidiary may make Restricted Payments in respect of Employment Arrangements to Borrower or any other Loan Party (including but not limited to purchase of Equity Interests in Borrowerother than Parent), (ve) Borrower or any Restricted Subsidiary may make a Restricted Payment pay interest on certain of the Subordinated Debt issued under the Praesidian Facility pursuant to a Put Arrangementthe terms and conditions of Praesidian Subordination Agreement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately (i) after giving effect to such Restricted payment the Loan Parties are in compliance on a pro forma basis with the covenants set forth in Section 7.15, recomputed for the most recent quarter for which financial statements have been delivered, (ii) no Default or Event of Default shall have occurred and be continuing or would result from the making of such payment, and (iii) any AHYDO Payments under this clause (vii)as defined in the Praesidian Subordination Agreement) shall not be in excess of or prior to the amounts and dates set forth in Section 5.37, the aggregate amount of Restricted Payments made under this clause (viif) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received payment by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding purchase price of the date of such Restricted PaymentTarget Company pursuant to the Target Acquisition Agreement on the Closing Date, and (g) payments by Parent pursuant to the R▇▇▇▇ Shareholder Note to the extent permitted by the R▇▇▇▇ Subordination Agreement.

Restricted Payments. (a) The Borrower will notNo Obligor shall, and ------------------- will not or shall cause or permit any of its Restricted Subsidiaries Subsidiary thereof to, declare make or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except other than (i) the Borrower may declare Restricted Payments to Holdings to permit Holdings (contemporaneously with, and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate same amount of, such payments) to (A) make Restricted Payments to Parent pursuant to, and not in any fiscal yearexcess of the amounts required under, the tax sharing agreements described on SCHEDULE 3.13 as of the Closing Date in respect of taxes payable for periods (or portions thereof) ending on or prior to the closing on the Closing Date and (B) pay Federal, state and local income tax obligations actually due and payable in cash by Holdings for periods (or portions thereof) commencing after the closing on the Closing Date, to the extent such obligations are the result of the net income or loss of Obligors and their Subsidiaries being attributed to Holdings for tax purposes, (ii) Restricted Subsidiaries may declare Payments to Holdings to permit Holdings (contemporaneously with, and in the same amount of, such payments) to pay dividends ratably with respect fees and expenses necessary to their capital stockmaintain Holdings' corporate existence and good standing, (iii) the Borrower may make Restricted Payments pursuant to Holdings to permit Holdings (contemporaneously with, and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiariessame amount of, (ivsuch payments) Borrower or any Restricted Subsidiary may make Restricted Payments to pay quarterly cash dividends in respect of Employment Arrangements its common stock, PROVIDED that (including but not limited to purchase A) only one such set of Equity Interests in Borrower)Restricted Payments may be made during any Fiscal Quarter, (vB) Borrower or all such Restricted Payments made during any Restricted Subsidiary may make Fiscal Quarter shall be made during the fifteenth (15th) through the twentieth (20th) (except, the thirty- fifth (35th) day, in the case of such a Restricted Payment to be made during the first Fiscal Quarter of Fiscal Year 2000) consecutive day immediately following the end of the immediately preceding Fiscal Quarter, (C) at least five (5) days prior to such Restricted Payment (except, one (1) day, in the case of such a Restricted Payment made during the third Fiscal Quarter of Fiscal Year 1999), Agent shall have received preliminary versions of the Financial Statements to be delivered to Agent pursuant to a Put ArrangementANNEX E for the immediately preceding Fiscal Quarter, together with an attached certificate of the Chief Financial Officer of Holdings (vion behalf of itself and each Borrower) Borrower or to the effect that (1) the final Financial Statements to be delivered to Agent for such immediately preceding Fiscal Quarter will not differ in any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, material respect from such preliminary Financial Statements and (vii2) Borrower no Default or any Restricted Subsidiary may make other Restricted Payments Event of Default had occurred or been continuing as of the end of the period covered by such Financial Statements (other than cash dividends as of the end of the second Fiscal Quarter of Fiscal Year 1999), has occurred or is continuing as of the date of such certificate or would result from the making of such Restricted Payment, (D) the aggregate amount of all such Restricted Payments made during any Fiscal Quarter shall not exceed $0.0375 per each share of Holdings' common stock and (E) concurrently with each delivery of the Financial Statements described in clause (C) above, Holdings shall have delivered to Agent, in form and substance satisfactory to Agent and based on recent financial data, a pro forma consolidated balance sheet of Holdings and its common Stock) provided Subsidiaries indicating that immediately Borrowing Availability shall be at least $5,500,000 (after giving effect to such Restricted Payment and all Revolving Credit Advances to be made in connection therewith, and with trade payables being paid currently, expenses and liabilities being paid in the ordinary course of business and without acceleration of sales); (iv) Restricted Payments under this clause (vii), not in excess of $700,000 in the aggregate amount used to fund the purchase by Nutrition of its Stock pursuant to any "Phantom Stock" agreement separately identified in SCHEDULE 3.10 as of the Closing Date from the other agreements described therein; (v) transactions permitted under SECTION 6.4 and (vi) Restricted Payments to one or more Borrowers; PROVIDED THAT, in the case of Restricted Payments made under this clause described in the foregoing clauses (viiiii) through (vi), no Default or Event of Default shall have occurred and be continuing or would result after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect giving effect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment.

Restricted Payments. (a) The Borrower will Borrowers shall not, and ------------------- will shall not permit any of its the Restricted Subsidiaries to, directly or indirectly declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, except however, that so long as no Default or Event of Default hereunder then exists or would be caused thereby, the Borrowers may make, (a) cash distributions to the Parent in an aggregate amount for all Borrowers not to exceed the sum of (i) the Borrower may declare and pay dividends aggregate amount of Excess Cash Flow for each of the preceding fiscal quarters (commencing with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal yearquarter ending ▇▇▇▇▇ ▇▇, ▇▇▇▇), (ii▇▇) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockCash on Hand (Borrowers), (iii) cash contributed as equity to any Borrower by the Borrower may make Restricted Payments pursuant to Parent following the Agreement Date, and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) the amount of any income tax refunds received by any Borrower or any Restricted Subsidiary may after the Agreement Date, less any portion of such Excess Cash Flow, Cash on Hand (Borrowers), cash contributions and income tax refunds used in accordance with Section 7.6(b) and Section 7.15 hereof; (b) distributions to the Parent to make Restricted Payments in respect of Employment Arrangements scheduled principal and interest payments on the Convertible Notes, the Senior Notes Due 2009, the Senior Notes Due 2012 and the 7.125% Senior Notes Due 2012 and any refinancings thereof that would not cause a Default under Section 8.1(n) hereof; (including but not limited c) distributions to purchase of Equity Interests in Borrowerthe Parent to make scheduled principal and interest payments on the Indebtedness permitted under Sections 8.1(n)(vii), (vviii), (ix) Borrower and (x) hereof; (d) distributions to the Parent (including distributions from proceeds of the Loans) to prepay, redeem, otherwise retire or repurchase (including payment of premiums and accrued interest associated therewith) all or any Restricted Subsidiary may make a portion of Indebtedness for Money Borrowed of the Parent outstanding on the Agreement Date (excluding any Indebtedness for Money Borrowed of the Parent relating exclusively to any Verestar Entity); (e) distributions to the Parent on any date in an amount not to exceed the sum of all amounts available to be borrowed as Revolving Loans on such date, and all amounts available to be borrowed for such purpose as Incremental Facility Loans on such date for the purpose of (i) repurchasing at the then prevailing market price the Capital Stock of the Parent or (ii) for paying dividends on the Capital Stock of the Parent; and (f) notwithstanding anything to the contrary herein (but subject to there not being any Default or Event of Default at the time of such Restricted Payment pursuant to a Put Arrangementand after giving pro forma effect thereto), (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity InterestsPayment so long as, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving pro forma effect to such Restricted Payments under this clause (vii)Payment, the aggregate amount of Restricted Payments made under this clause Consolidated Leverage Ratio would be less than or equal to 6.50 to 1.00.” (viij) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted SubsidiaryAmendment to Section 7.15. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day Section 7.15 of the fiscal quarter ended immediately preceding Loan Agreement, Prepayments on Subordinated Debt, is hereby amended by deleting such section in its entirety and substituting in lieu thereof the date of such Restricted Payment.following:

Restricted Payments. (a) The Borrower will not, and ------------------- nor will not it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted PaymentPayment at any time, except (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in provided that, during any fiscal yearyear (commencing with Excess Cash Flow for the fiscal year ending December 31, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock1997), (iii) the Borrower may make Restricted Payments pursuant Payments, subject to and in accordance with stock option plans or other benefit plans for management or employees the satisfaction of each of the Borrower following conditions on the date of such payment and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause thereto: (vii), a) no Default shall have occurred and be continuing; (b) the aggregate amount of such Restricted Payments made under this clause (vii) after September 30, 2000 does Payment is not exceed the sum in excess of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) the cumulative sum of Excess Cash Flow for each calendar quarter ended of the complete fiscal years during the applicable Calculation Periodperiod commencing on January 1, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to 1997 through and including the last day of the most recently ended fiscal quarter ended immediately preceding year (after deducting from such 50% all previous Restricted Payments made under this Section 9.09 and all Investments made on or before the date of such Restricted Payment pursuant to Section 9.05(d)(iv)(A)(y); (c) the Borrower shall have delivered to the Administrative Agent, at least ten Business Days (but not more than twenty Business Days) prior to the date of the proposed Restricted Payment, a certificate of a senior financial officer of the Borrower setting forth computations in reasonable detail demonstrating satisfaction of the foregoing conditions as at the date of such certificate; and (d) prior to, or concurrently with, the making of such Restricted Payment, the Borrower shall prepay the Loans to the extent required under Section 2.10(a). In addition to the foregoing, the Borrower may redeem shares of preferred stock issued by it after the date hereof from the proceeds of shares of common stock issued by it after the date hereof, so long as the aggregate consideration paid by it in respect of the redemption of such shares of preferred stock shall not exceed an amount equal to 50% of the proceeds theretofore received by it in respect of such shares of common stock. Nothing herein shall be deemed to prohibit the payment of dividends by any Subsidiary of the Borrower to the Borrower or to any other Subsidiary of the Borrower.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any Subsidiary to, make any Restricted Payments other than the following: (a) the declaration and payment by any Subsidiary of the Borrower of cash dividends to the Borrower; (b) payments by the Borrower of accrued unpaid interest on ACC 9.75% Senior Subordinated Debentures at the annual rate of nine and three-quarters percent (9.75%) per annum, provided that such payments are required by the interest payment provisions, and are not prohibited by the applicable subordination provisions, contained in the ACC 9.75% Senior Subordinated Indenture as in effect on the date hereof or as amended from time to time in compliance with this Credit Agreement; (c) mandatory redemptions by the Borrower of ACC 9.75% Senior Subordinated Debentures in amounts required by the ACC 9.75% Senior Subordinated Indenture as in effect on the date hereof or as amended from time to time in compliance with this Credit Agreement, provided that such mandatory redemptions are not prohibited by the applicable subordination provisions of the ACC 9.75% Senior Subordinated Indenture as in effect on the date hereof or as amended from time to time in compliance with this Credit Agreement; (d) payments by the Borrower of accrued unpaid interest on ACC 8.875% Senior Subordinated Notes at the annual rate of (8.875%) per annum, provided that such payments are required by the interest payment provisions, and are not prohibited by the applicable subordination provisions, contained in the ACC 8.875% Senior Subordinated Indenture as in effect on the date hereof or as amended from time to time in compliance with this Credit Agreement; (e) mandatory redemptions by the Borrower of ACC 8.875% Senior Subordinated Notes in amounts required by the ACC 8.875% Senior Subordinated Indenture as in effect on the date hereof or as amended from time to time in compliance with this Credit Agreement, provided that such mandatory redemptions are not prohibited by the applicable subordination provisions of the ACC 8.875% Senior Subordinated Indenture as in effect on the date hereof or as amended from time to time in compliance with this Credit Agreement; (f) payments by the Borrower of cash dividends on outstanding shares of its Restricted capital stock or loans or advances to Affiliates (other than Subsidiaries toof the Borrower), declare and payments by any Majority-Owned Subsidiary of cash dividends on outstanding shares of its capital stock to any Person other than the Borrower or makea wholly-owned Subsidiary of the Borrower, or agree to pay or make, directly or indirectly, any Restricted Payment, except provided that (i) no Default or Event of Default is continuing on the Borrower may declare date of any such payment or would result therefrom, and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) 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, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does such payments by the Borrower and the Majority-Owned Subsidiaries during any fiscal quarter of the Borrower shall not exceed the sum excess of (A) $60,000,000 plus Consolidated Excess Cash Flow for the period from October 15, 1995 through the end of the most recently completed fiscal quarter of the Borrower, over (B) 50% the aggregate amount of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended such payments made by the Borrower and the Majority-Owned Subsidiaries during the applicable Calculation Periodperiod from October 15, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during 1995 through the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day end of the most recently completed fiscal quarter ended immediately preceding the date of such Restricted Paymentquarter.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, except that, so long as no Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (ia) the Borrower and any Subsidiary may make Restricted Payments in the form of issuance of Equity Interests (other than Disqualified Stock) of the Borrower or any Subsidiary; (b) the Borrower may declare and pay dividends make Restricted Payments with respect to its capital stock not to exceed $10,000,000 Equity Interests payable in cash; provided that (i) such Restricted Payments are made in accordance with the aggregate Borrower’s dividend policy as in effect as of the Effective Date and any fiscal yeardividend policy in effect after the Effective Date consistent with past practice, (ii) after giving immediate effect to such Restricted Payments on a Pro Forma Basis, the Borrower shall be in compliance with the covenants set forth in Sections 6.14(a), (b) and (c) and (iii) such Restricted Payments are not expressly prohibited pursuant to the terms of the Junior Subordinated Debentures and the related Debenture Indentures; (c) Subsidiaries may declare and pay dividends make Restricted Payments ratably with respect to their capital stock, Equity Interests; (iiid) 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 (e) the Borrower may repurchase (i) prior to the occurrence of a Qualifying IPO, its Equity Interest consisting of preferred stock and (ivii) after the occurrence of a Qualifying IPO, any of its Equity Interests, in each case in the open market or in privately negotiated transactions so long as the Board of Directors of the Borrower shall have authorized such repurchase and the management of the Borrower shall have determined that such repurchase is in the best interest of the Borrower, in an aggregate amount from and after the Effective Date not to exceed the greater of (x) $300,000,000 and (y) the sum of $150,000,000 and 50% of the net proceeds received by the Borrower from any sale of its own Equity Interests from and after the Effective Date; provided, that at the time such repurchases are made each Regulated Insurance Company that is material to the Borrower and its Subsidiaries, taken as a whole (other than any Regulated Insurance Company that was acquired less than one year prior to the date of such payment) has a current financial strength rating by A.M. Best Company of not less that “A-” at the time of such repurchases to the extent such Regulated Insurance Company has an A.M. Best Company financial strength rating; provided, further that, in no event shall the aggregate repurchase price to be paid by the Borrower for Restricted Payments pursuant to clause (i) of this Section 6.07(e) during any Fiscal Year ending after the Effective Date exceed $75,000,000 or clause (ii) of this Section 6.07(e) during any Fiscal Year ending after the Effective Date exceed $300,000,000; (f) the Borrower and any Subsidiary may make any payment (even if such payment is in the form of a Restricted Payment) to the Borrower or another Subsidiary that is required to be made with respect to or in connection with the terms of any tax sharing, tax allocation or other similar tax arrangement or agreement entered into among the Borrower and its Wholly Owned Subsidiaries; (g) the Borrower may enter into, exercise its rights and perform its obligations under Permitted Call Spread Swap Agreements; (h) the Borrower may (x) make cash payments and/or deliveries of its common stock upon conversion of Permitted Convertible Notes pursuant to the terms thereof and (y) repay, repurchase or otherwise redeem, defease or make payments with respect to, the Convertible 2021 Notes and Convertible 2044 Notes; (i) the Borrower may make interest payments in respect of Indebtedness under Permitted Convertible Notes; (j) the Borrower and any Subsidiary may make payments to Parent or any direct or indirect parent thereof to allow such Person to pay (1)(A) administrative expenses and corporate overhead, franchise fees, public company costs (including SEC and auditing fees) and customary director fees; (B) premiums and deductibles in respect of directors and officers insurance policies and umbrella excess insurance policies obtained from third-party insurers and indemnities for the benefit of its directors, officers and employees or (C) reasonable fees and expenses incurred in connection with any unsuccessful debt or equity offering or any unsuccessful acquisition or strategic transaction by such Person, or (2)(A) any pass-through Taxes (including any distribution on account thereof) in an amount not to exceed the sum of the amount of the relevant U.S. federal, state, local and foreign income taxes that the Borrower and its Subsidiaries (including Specified Fee Business Holdco and its subsidiaries) would have paid (including for this purpose any income under Section 951 of the Code, income under Section 951A of the Code and any income of any entity (including partnerships) on which the Borrower and its subsidiaries are required to pay taxes) for such taxable period had the Borrower and such Subsidiaries been a stand-alone corporate group or (B) franchise and excise taxes, fees and other similar taxes and expenses in each case required to maintain its existence; (k) the Borrower and any Subsidiary may purchase, repurchase, redeem or otherwise acquire (including by cancellation of Indebtedness), cancel or retire for value or make a payment in respect of Equity Interests (or make a Restricted Payment in an amount equal to the amount required by any direct or indirect parent of the Borrower or any of its Subsidiaries to fund any such purchase, repurchase, redemption or other acquisition, cancellation or retirement for value or payment in respect of its Equity Interests), held by any existing or former employees, management or directors of or consultants to the Borrower or such Subsidiary (or any direct or indirect parent of the Borrower or any Subsidiary), or their assigns, estates or heirs, in each case in connection with the repurchase or payment provisions under employee stock option or stock purchase agreements or other compensatory agreements approved by the board of directors or investment committee (or other applicable committee) of such Person, as applicable; provided that such purchases, repurchases, redemptions, acquisitions, cancellations or retirements pursuant to this clause (k) will not exceed $35,000,000 in the aggregate during any Fiscal Year (with any unused amounts in any given Fiscal Year being available to be applied pursuant to this clause (k) in any succeeding Fiscal Years); provided, that notwithstanding the definition of “Restricted Payments”, payments in cash in connection with the settlement of stock options and restricted stock units outstanding and in accordance with terms thereof as of the date of this Agreement to existing or former employees, management, directors or consultants of the Borrower or any Subsidiary, in each case, will not be deemed to constitute a Restricted Payment for purposes of this Section 6.07 or any other provision of this Agreement; (l) the Borrower and any Subsidiary may make Restricted Payments to, or in an amount necessary for any Person to (x) pay its obligations under, or in connection with, and transaction costs, fees and expenses of such Person, or required to be paid or reimbursed by such Person, incurred under or in connection with, the Merger Agreement and the consummation of the transactions contemplated thereby and (y) without duplication of amounts payable pursuant to the foregoing clause (x), purchase, repurchase, redeem or otherwise acquire, cancel or retire for value or make a payment in respect of, Equity Interests of the Borrower on, or within 30 days after, the Effective Date, in an aggregate amount not to exceed $80,000,000; (m) the Borrower may make Restricted Payments in an aggregate amount in each Fiscal Year not to exceed the greater of (x) $140,000,000 and (y) 50% of the Borrower’s Consolidated Net Income as of the last day of the most recent Fiscal Year for which Financials have been delivered (with any unused amounts in any given Fiscal Year being available to be applied pursuant to this clause (m) in the first two Fiscal Quarters of the immediately succeeding Fiscal Year); provided, that at the time such payments are made each Regulated Insurance Company that is material to the Borrower and its Subsidiaries, taken as a whole (other than any Regulated Insurance Company that was acquired less than one year prior to the date of such payment) has a current financial strength rating by A.M. Best Company of not less that “A-” at the time of such payments to the extent such Regulated Insurance Company has an A.M. Best Company financial strength rating; provided, further, that amounts otherwise available for application to make Restricted Payments pursuant to this clause (m) may instead be applied, to make (x) Investments in accordance with Section 6.04(s) and/or (y) junior debt payments in accordance with Section 6.13(a)(ii), which application will, to the extent being used to make Investments in accordance with such Section 6.04(s) or junior debt payments in accordance with Section 6.13(a)(ii), reduce the amounts otherwise available to make Restricted Payments with respect to such Fiscal Year pursuant to this clause (m); (n) the Borrower may make Restricted Payments in an amount not to exceed 50% of the net proceeds of any Disposition consummated in reliance on Section 6.05(h) (with any unused amounts in any given Fiscal Year being available to be applied pursuant to this clause (n) in the first two Fiscal Quarters of the immediately succeeding Fiscal Year); provided that (1) each Regulated Insurance Company that is material to the Borrower and its Subsidiaries, taken as a whole (other than any Regulated Insurance Company that was acquired less than one year prior to the date of such payment) has a financial strength rating by A.M. Best Company of not less that “A-” at the time of such payment to the extent such Regulated Insurance Company has an A.M. Best Company financial strength rating and (2) an equal, concurrent prepayment (on a dollar for dollar basis) of any outstanding Term Loans is made in connection therewith; provided, further, that amounts otherwise available for application to make Restricted Payments pursuant to this clause (n) may instead be applied to make (x) Investments in accordance with Section 6.04(s) and/or (y) junior debt payments in accordance with Section 6.13(a)(ii), which application will, to the extent being used to make Investments in accordance with Section 6.04(s) or junior debt payments in accordance with Section 6.13(a)(ii), reduce the amounts otherwise available to make Restricted Payments with the proceeds of such Disposition pursuant to this clause (n); (o) the Borrower or any Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited an amount necessary to purchase of Equity Interests in Borrower)pay the consideration to finance any Investment that, (v) if made by the Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put ArrangementSubsidiary, would be permitted under Section 6.04; provided, that (vix) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (viio) shall be made substantially concurrently with the closing of such Investment and (y) Person making such Investment shall, promptly following the closing thereof, cause all property acquired in connection with such Investment to be contributed to the Borrower or one of its Subsidiaries, or the merger, consolidation or amalgamation of the Person formed or acquired in such Investment into the Borrower or one of its Subsidiaries, in order to consummate such Investment in a manner that causes such Investment to comply with the applicable requirements of Section 6.04 as if undertaken as a direct Investment by the Borrower or such Subsidiary; (p) the Borrower and any Subsidiary may make Restricted Payments with (and to the extent of) the proceeds received (on a dollar for dollar basis) from a substantially concurrent issuance of its Equity Interests (other than any Specified Equity Contribution or any Disqualified Stock); and (q) the Borrower may make Restricted Payments in amounts necessary to pay any fees, expenses and other amounts to be paid by the Borrower pursuant to the terms of the Interim Investors Agreement, dated as of March 1, 2018 by and among, Parent, certain Affiliates of Parent and any other Person party thereto, as amended, supplemented or otherwise modified from time to time, in an aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not to exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment.15,000,000

Restricted Payments. (a) The Borrower will shall not, and ------------------- will not nor shall it permit any of its Restricted Subsidiaries to, declare make any Restricted Payments, except that if no Default or make, or agree Event of Default has occurred both before and after giving effect to pay or make, directly or indirectly, any the making of such Restricted Payment, except (a) the Restricted Subsidiaries may make Restricted Payments to the Borrower, (b) to the extent permitted under the Second Lien Credit Agreement and the Third Lien Loan Documents, the Borrower may make Restricted Payments to its Equity Interest holders in an amount equal to the income tax liabilities of such Person attributable to the earnings of the Borrower, (c) in addition to the foregoing permitted distribution for tax liabilities, the Borrower may make Restricted Payments to AMIH on account of Equity Interests for purposes of AMIH paying interest it owes under the Highbridge Note Purchase Agreement so long as (i) the Borrower may declare and pay dividends with respect to its capital stock aggregate amount of all such Restricted Payments under this clause (c) shall not to exceed $10,000,000 in the aggregate in any fiscal yearamount of cash contribution made by AMIH to Borrower on account of Equity Interests since the Amendment No. 7 Effective Date, (ii) before and after giving effect to such Restricted Subsidiaries may declare Payment, Availability is equal to or greater than 20% of the Borrowing Base then in effect, and pay dividends ratably with respect to their capital stock, (iii) such Restricted Payments are permitted under the Second Lien Credit Agreement and the Third Lien Loan Documents and (d) the Borrower may make Restricted Payments to the ▇▇▇▇▇ Entities (as defined in the Agreement Regarding Special Distributions) pursuant to and the Agreement Regarding Special Distributions in accordance with stock option plans or other benefit plans for management or employees an aggregate amount not to exceed $516,487.99. (f) Section 6.17 (Current Ratio) of the Borrower and Credit Agreement is hereby amended by replacing it in its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), entirety with the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment.following:

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, No Credit Party shall make any Restricted Payment, except except (ia) intercompany loans and advances between Borrowers to the extent permitted by SECTION 6.3, (b) dividends and distributions by Subsidiaries of any Borrower may declare paid to such Borrower, (c) employee loans permitted under SECTION 6.4(b), (d) payments of principal and pay interest of Intercompany Notes issued in accordance with SECTION 6.3(a)(x); (e) dividends with respect to its capital stock in the form of common Stock of Omni; (f) payments in an aggregate amount not to exceed $10,000,000 50,000 for the repurchase, retirement or surrender of the preferred Stock described in DISCLOSURE SCHEDULE 6.13; (i) scheduled payments of interest and principal on Trussco Note 1 and Trussco Note 2 (other than on account of the aggregate in any fiscal year, Pledged Trussco Note Interest); (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect the payment of the Trussco Subordinated Obligations to their capital stock, the extent permitted under the Trussco Subordination Agreement; (iii) scheduled payments of interest and principal on the Borrower may make Restricted Payments pursuant New Subordinated Notes to and in accordance with stock option plans or other benefit plans for management or employees the extent that such payments are permitted under the Noteholder Subordination Agreement (including accelerated principal to the extent that the acceleration of the Borrower New Subordinated Notes is permitted under the Noteholder Subordination Agreement), and its Subsidiaries, "Permitted Distributions" under and as defined in the Noteholder Subordination Agreement; (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect repayment of Employment Arrangements (including but not limited to purchase the entire principal balance of Equity Interests in Borrower), the New Subordinated Notes from the proceeds of a funding under the Permitted Term B Loan Facility; and (v) Borrower scheduled payments of interest on the Permitted Term B Loan Facility to the extent that such payments are permitted under the Term B Subordination Agreement. provided, that no Event of Default has occurred and is continuing or would result after giving effect to any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, CLAUSES (vie) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (viif) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment.

Restricted Payments. The Company shall not, nor shall it permit any Subsidiary to make any Restricted Payments except that so long as no Default exists or would result from the making of such Restricted Payment: (a) Any Subsidiary may make Restricted Payments to a Borrower or any other Credit Party, (b) The Company and its Subsidiaries may make scheduled interest and scheduled principal payments on its Permitted Subordinated Debt (other than obligations owing in respect of redeemable preferred stock) existing on the Effective Date; (c) The Company and its Subsidiaries may make scheduled interest payments on its Permitted Subordinated Debt (other than obligations owing in respect of redeemable preferred stock) incurred after the Effective Date and which are permitted by subordination terms as approved by the US Administrative Agent; (d) With respect to the LEED/A&W Seller Notes, the Borrower will notor CES, and ------------------- will not permit any as applicable, may make payments in cash of its Restricted Subsidiaries tointerest deferred pursuant to Section 2.1 of the applicable LEED/A&W Seller Note, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except so long as (i) at the time of such payment, the Borrower may declare or CES, as applicable, no longer has Insufficient Cash Flow (as defined in the applicable note), (ii) immediately before and pay dividends immediately after giving effect to such payment, there would be no Default or Event of Default under this Agreement, and (iii) immediately after giving effect to such payment, the excess of the aggregate Commitments over the Total Outstandings would be greater than or equal to $5,000,000; (e) In addition to the interest payments contemplated by clauses (d) above, with respect to Permitted Subordinated Debt under the LEED/A&W Seller Notes, concurrent with the closing of the Bond Issuance, the Company may prepay or repay such notes in full with the proceeds of the Bond Issuance; (f) the Company may make Restricted Payments in the form of cash dividends to its capital stock equity holders in an aggregate amount not to exceed $10,000,000 in the aggregate in any fiscal year, year so long as (i) no Default or Event of Default exists both before and after giving effect to the declaration and payment of such dividends; and (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees excess of the Borrower aggregate US Commitments over the US Outstandings, both before and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount declaration and payment of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, such dividends, distributions and other proceeds received by Borrower is greater than or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect equal to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment$10,000,000.

Restricted Payments. (a) The Borrower will not, and ------------------- Credit Parties will not permit any of its Restricted Subsidiaries to, declare or make, or agree permit any member of the Consolidated Group to pay or make, directly or indirectly, any Restricted Payment, except except: (a) any member of the Consolidated Group may make Restricted Payments to the Parent, any other member of the Consolidated Group and any other Person that owns Capital Stock in such member of the Consolidated Group, ratably according to their respective ownership interests of the type of Capital Stock in respect of which such Restricted Payment is being made; (b) any member of the Consolidated Group may declare and make dividend payments or other distributions payable solely in the common stock or other common Capital Stock of such Person; (c) the Parent shall be permitted to make ordinary cash dividends; provided that (i) the Borrower may declare no Event of Default shall exist immediately prior thereto and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal yearimmediately after giving effect thereto, (ii) Restricted Subsidiaries may declare after giving effect thereto on a Pro Forma Basis, the Credit Parties shall be in compliance with all of the covenants set forth in Section 7.10, and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees aggregate amount of all such ordinary cash dividends made during any fiscal year of the Borrower and its Subsidiaries, Parent shall not exceed $100,000,000; and (ivd) Borrower or the Parent shall be permitted to make any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) Payment; provided that (i) no Default or Event of Default shall exist immediately prior thereto and immediately after giving effect thereto, and (ii) if, after giving effect to any such Restricted Payments under this clause Payment on a Pro Forma Basis, the Consolidated Total Leverage Ratio is (vii)A) greater than or equal to 3.50:1.00, (1) the sum of (x) the aggregate amount of all such Restricted Payments made under in reliance on this clause Section 8.12(d)(ii)(A)(1) during any fiscal year of the Parent, plus (viiy) after September 30the aggregate amount of all Junior Debt Payments made in reliance on Section 8.14(b)(i)(A) in such fiscal year of the Parent, 2000 does shall not exceed $100,000,000, and (2) except with respect to the sum payment by the Parent of (A) $60,000,000 plus ordinary cash dividends, after giving effect to any such Restricted Payment on a Pro Forma Basis, the Consolidated Total Leverage Ratio shall be at least 0.25 less than the ratio required to be maintained at such time pursuant to Section 7.10(a), or (B) 50% less than 3.50:1.00, after giving effect to any such Restricted Payment on a Pro Forma Basis, the Credit Parties shall be in compliance with all of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or covenants set forth in Section 7.10; This Section 8.12 shall in no way prohibit the Parent from making any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus Payment within sixty (D60) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and days after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of declaration thereof, if, as of the date of declaration thereof, the Parent would have been permitted to make such Restricted PaymentPayment on such date of declaration pursuant to this Section 8.12.

Restricted Payments. The Loan Parties shall not declare or make any Restricted Payment except for the following: (a) The so long as no Event of Default exists or would result therefrom, each Subsidiary Guarantor shall be permitted to declare and pay dividends on its Equity Interests and to make distributions with respect thereto to the Borrower will notfrom time to time; (b) so long as no Default or Event of Default exists or would result therefrom, the Borrower may declare or make cash distributions to the Parent Guarantor and the Borrower’s (or its Subsidiary’s) limited partners; (c) during the Adjustment Period, the Borrower and the Parent Guarantor shall be permitted to declare and pay dividends quarterly on their respective Equity Interests, and ------------------- will to make quarterly distributions with respect thereto from time to time solely in accordance with and not permit in excess of the amounts contemplated by the Existing Dividend Policies; provided, however, that prior to making an dividend or distribution permitted by this Section 10.2(c) during the Adjustment Period, the Borrower shall deliver to the Administrative Agent evidence of the Borrower’s pro forma compliance with each of the financial covenants set forth in Section 10.1(3) both before and after giving effect to the making of such dividend or distribution (with Adjusted Consolidated EBITDA being measured as of the most recently ended Reference Period for which financial statements are required to have been delivered and Consolidated Total Indebtedness being measured as of the date of such dividend or distribution); (d) following the termination of the Adjustment Period, the Borrower and the Parent Guarantor shall be permitted to declare and pay dividends quarterly on their respective Equity Interests, and to make quarterly distributions with respect thereto, from time to time so long as after giving effect thereto, the FFO Payout Percentage for the applicable period shall not exceed 95%; (e) subject to Section 11.1(l), the issuance of common stock (or common partnership interests) upon conversion of any Preferred Equity Interests; (f) subject to Section 11.1(l), the issuance of its shares in the Parent Guarantor in satisfaction of the right of limited partners of the Borrower to redeem the partnership interests held by such partners; and (g) the Loan Parties may pay management fees and other amounts described in clause (d) of the definition of Restricted Subsidiaries toPayments to the extent set forth in the Management Agreements, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except provided that (i) no Default or Event of Default exists or would result therefrom and (ii) such payment is not in contravention of any applicable Assignment and Subordination of Management Agreement; provided, however, that, subject to Section 11.1(l) and the other terms of this Agreement, the foregoing proviso shall not prohibit the making of the HCA Termination Payment and such other payments through the issuance of common Equity Interests in the Borrower or the Parent Guarantor to the Person(s) entitled thereto. Notwithstanding the foregoing Sections 10.2(c) and (d), if a Default or Event of Default exists or would result therefrom, (x) the Borrower may declare and pay dividends make cash distributions to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to its capital stock any fiscal year to the extent (but only to the extent) necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, an aggregate amount not to exceed $10,000,000 the minimum amount necessary for the Parent Guarantor to remain in compliance with the aggregate first sentence of Section 8.12; provided that upon the occurrence of any Default or Event of Default described in Section 11.1(a), 11.1(b), 11.1(f) or 11.1(g) or the acceleration of the maturity of any fiscal yearof the Obligations, (ii) Restricted Subsidiaries may declare the Parent Guarantor and pay dividends ratably with respect to their capital stock, (iii) the Borrower may not make Restricted Payments any distributions or dividends under this Section 10.2 and (y) except to the extent permitted pursuant to clause (x) above, the Loan Parties shall not, and in accordance with stock option plans or shall not permit any other benefit plans for management or employees Subsidiary of the Borrower and its Subsidiariesto, (iv) make any Restricted Payments to any Person other than to the Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements its Wholly-Owned Subsidiaries.” (including but not limited h) Amendment to purchase Section 10.7 of Equity Interests in Borrowerthe Credit Agreement (Fundamental Changes), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant . Section 10.7 of the Credit Agreement is hereby amended to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), insert the following sentence at the end thereof: “The aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed Series C Preferred issued by the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended Parent Guarantor during the applicable Calculation Period, plus (C) all interest period commencing on the Second Amendment Effective Date and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including ending on the last day of the fiscal quarter ended immediately preceding Adjustment Period shall not exceed $100,000,000 (inclusive of the date of such Restricted PaymentSeries C Preferred issued on the Second Amendment Effective Date).”

Restricted Payments. (a) The Borrower will notPRIOR TO THE SATISFACTION, DEFEASANCE OR DISCHARGE OF USA MOBILE INDENTURES. For the period during which either of the USA Mobile Indentures is in effect and ------------------- will has not permit any of its Restricted Subsidiaries tobeen satisfied, defeased or discharged, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that: (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) 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, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments to Arch for purposes of paying Taxes, pursuant to the terms set forth in respect the Tax Sharing Agreement; (ii) the Restricted Subsidiaries may pay Management Fees to Arch in any fiscal quarter (in an aggregate amount not exceeding *% of Employment Arrangements the net revenue of the Restricted Subsidiaries for the immediately preceding four fiscal quarters ending with the latest fiscal quarter for which Arch has filed a quarterly report with the SEC on form 10-Q or an annual report on form 10-K) in accordance with the terms set forth in the Management Agreement for services rendered to such any Restricted Subsidiary, provided that (including i) no Default or Event of Default has occurred or is continuing (provided that during the continuance of a Default or an Event of Default, the Management Fee may be accrued, but not limited to purchase paid) and (ii) any such Management Fee accrued or paid shall be treated as an operating expense and deducted from the calculation of Equity Interests in Borrower), Operating Cash Flow; (viii) Borrower or any Restricted Subsidiary may make Restricted Payments to any other Restricted Subsidiary; (iv) provided that no Default or Event of Default would exist immediately before or after giving effect thereto, after the Borrowers have delivered financial statements pursuant to Section 7.1(a) or (b) that demonstrate that the Leverage Ratio has been less than * for the immediately preceding two consecutive fiscal quarters, the Borrowers may make Restricted Payments to the Parent during any fiscal year, in an aggregate amount not exceeding 50% of Excess Cash Flow for the immediately preceding fiscal year, provided that any such Restricted Payment shall be determined on a noncumulative basis so that such Restricted Payments permitted to be declared and paid in a fiscal year may not be carried over and paid in a following year and provided further that the Parent may make Restricted Payments of such amounts to Arch; and (b) AFTER THE SATISFACTION, DEFEASANCE OR DISCHARGE OF USA MOBILE INDENTURES. After both of the USA Mobile Indentures have been satisfied, defeased or -57- 64 discharged or are otherwise no longer in effect, declare or make any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except that (i) any wholly-owned Subsidiary of a Borrower may make a Restricted Payment pursuant to a Put Arrangement, such Borrower; and (viii) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity InterestsRestricted Payments described, and subject to the limitations contained, in subsections (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (viia)(i), the aggregate amount of Restricted Payments made under this clause (viiii) after September 30, 2000 does not exceed the sum of and (Aiv) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its 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, except other than: (a) dividends or distributions payable solely in additional shares of common or preferred stock of a Credit Party; (b) so long as no Event of Default has occurred and is continuing, dividends by the Borrower to the Parent (i) in an amount necessary to pay (x) any federal or state taxes attributable to the Borrower may declare or the Guarantors and pay dividends to be paid by the Parent, or its members if the Parent is a pass-through tax entity, determined using the assumed tax rate that would apply if the Parent were a C corporation, and (y) corporate overhead expenses and legal, accounting and other professional fees and expenses incurred in connection with respect to its capital stock any activity not prohibited by this Credit Agreement not to exceed $10,000,000 in the aggregate in any fiscal 1,000,000 per year, (ii) Restricted Subsidiaries may declare for any other purpose, the proceeds of the issuance of any additional Equity Interests, including Specified Equity Contributions that are used to cure an Event of Default pursuant to the Coverage Ratio as provided in Section 6.21 hereof, but excluding other Specified Equity Contributions (exclusive of Specified Equity Contributions which are used to cure an Event of Default pursuant to the Coverage Ratio, as provided in Section 6.21 hereof) and pay dividends ratably with respect to their capital stock, (iii) for any other purpose, provided that (w) the Borrower may make Restricted Payments pursuant Leverage Ratio is less than 6.5:1.0 (calculated on a Pro Forma Basis after giving effect to and in accordance with stock option plans or other benefit plans for management or employees the contemplated dividend), (x) the Liquidity Ratio of the Borrower and its Subsidiariesthe Guarantors (calculated on a Pro Forma Basis after giving effect to the contemplated dividend) is at least 1.25:1 for the ensuing four fiscal quarters, (ivy) the aggregate amount of all dividends paid under this clause (iii) does not exceed $50,000,000 and (z) no dividends are paid under this clause (iii) until the first anniversary of the Closing Date; provided, however, that such dividends may not be used for (i) payments of principal of Indebtedness under the Second Lien Agreement; (ii) payments of principal of Indebtedness which is subordinate or otherwise junior to the Obligations; or (iii) payments of principal of Indebtedness incurred in accordance with the provisions of Section 6.1(i) hereof; (c) payments of current, cash interest to (i) the Second Lien Lenders in accordance with the terms of the Second Lien Agreement and the Intercreditor Agreement or (ii) to the holders of Indebtedness issued pursuant to the provisions of Section 6.1(i) hereof; (d) so long as no Event of Default has occurred and is continuing, the payment of dividends in respect of, or the redemption, acquisition, re-acquisition or retirement of, Equity Interests of the Borrower with cash proceeds received from the issuance by the Borrower of Equity Interests after the Closing Date, other than the Specified Equity Contributions or to the extent such proceeds have been otherwise utilized consistent with an exception from a negative covenant contained in this Article 6 (i.e., as an Investment permitted under Section 6.4(p) or to fund a Permitted Business Acquisition); (e) payments to the Borrower or to any Restricted Subsidiary may make Restricted Payments in other Credit Party that is directly or indirectly wholly-owned by the Borrower from any other Credit Party; (f) payments with respect of Employment Arrangements to intercompany Indebtedness permitted by Sections 6.1(f) or 6.1(k), intercompany receivables permitted by Sections 6.1(f) or 6.1(k) or intercompany advances constituting Investments permitted under Section 6.4(c) hereof; (including but not limited to purchase g) repurchases of Equity Interests in a Credit Party that is directly or indirectly wholly-owned by the Borrower); (h) the repurchase, redemption, defeasance or other acquisition or retirement for value of unsecured Indebtedness or Indebtedness under the Second Lien Facility with the net cash proceeds from a substantially concurrent incurrence of Refinancing Indebtedness relating thereto; (vi) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions repurchases of common Equity Interests in the Borrower, or warrants, puts, options or rights to purchase or otherwise acquire common an Equity Interest in the Borrower from any present or former officer, director or employee of a Credit Party (other than an officer of the ▇▇▇▇▇ Group) or the estates or family members thereof pursuant to an agreement (including, without limitation, an employment agreement) or plan approved in good faith by the board of directors of such Credit Party under which such Person purchases or sells or is granted an option to purchase or sell such Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) in each fiscal year in an amount not to exceed $5,000,000; provided that immediately after giving effect the aggregate unspent amount permitted to such Restricted Payments be used in any fiscal year may be rolled over and added to the amount available under this clause (vii), i) in subsequent fiscal years; (j) non-cash repurchases of Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the exercise price of such options; (k) other Restricted Payments in an aggregate amount not to exceed $15,000,000 for purposes other than (i) payments of Restricted Payments made principal of Indebtedness under this clause the Second Lien Agreement, (viiii) after September 30payments of principal of Indebtedness that is subordinate or otherwise junior to the Obligations or (iii) payments of principal of Indebtedness incurred in accordance with the provisions of Section 6.1(i) hereof, 2000 does not exceed the sum provided that no Default or Event of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest Default shall have occurred and principal payments, dividends, distributions and other proceeds received by Borrower be continuing or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated would occur as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date result of such Restricted Payment; and (l) the payment of dividends or other distributions by any Credit Party that is a Subsidiary of the Borrower to the owners of its Equity Interests on a pro rata basis based on their relative ownership interests.

Restricted Payments. (a) The Neither Borrower will, nor will not, and ------------------- will not either Borrower permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment or enter into any agreement which obligates any such Persons to make any such Restricted Payment; provided, except that so long as no Default or Event of Default has occurred which is continuing or will result therefrom, (ia) the Borrower TEL may declare and pay dividends with respect to its capital stock on the TEL Preferred Stock in an amount not to exceed $10,000,000 in the aggregate 1,000,000 in any fiscal yearFiscal Year, (b) TEL may repurchase shares of its common stock from individual shareholders holding less than 100 shares for an aggregate consideration not exceeding $25,000 in any Fiscal Year, and (c) subject to Section 8.1 above, TEL and its Subsidiaries may purchase, repurchase, redeem, retire or defease any Debt with respect to which TEL or any of its Subsidiaries is the obligor within eighteen (18) months of the scheduled maturity thereof (i) with proceeds of Debt securities (other than the Obligations) issued to Persons other than TEL and its Subsidiaries after the Closing Date or with proceeds of equity securities issued to Persons other than TEL and its Subsidiaries after the Closing Date (such Restricted Payments to be made substantially simultaneously with the receipt of such proceeds), and (ii) with proceeds of the Loan and from other available cash; provided, that the aggregate amount of all Restricted Subsidiaries may declare and pay dividends ratably with respect Payments made pursuant to their capital stockthis clause (c) (ii) shall not exceed the Restricted Payment Limit. As used herein, "Restricted Payment Limit" means (w) $50,000,000 minus (x) the aggregate amount of the Restricted Payments made pursuant to clause (ii) of Section 8.2(c) on or after the Closing Date, (iiiy) minus $9,005,000 in respect of repurchases of 1997 Notes prior to the Borrower may Closing Date, plus (z) net proceeds to TEL and its Subsidiaries of Debt and equity securities (other than the Obligations) issued to Persons other than TEL and its Subsidiaries after the Closing Date and not utilized to make Restricted Payments pursuant to and clause (i) of Section 8.2(c); provided, that (i) in accordance with stock option plans or other benefit plans for management or employees of no event shall this clause (z) operate to increase the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant Limit to a Put Arrangement, (vi) Borrower or an amount greater than $50,000,000 at any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Intereststime, and (viiii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during issue of Debt or equity securities in excess of the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, amount necessary to replenish the applicable "Calculation Period" with respect to a Restricted Payment means Limit to $50,000,000 shall not be carried forward and utilized to replenish the period (taken as one accounting period) from and after June 30, 2000 Restricted Payment Limit at any date subsequent to and including the last day of the fiscal quarter ended immediately preceding the date of receipt of such Restricted Paymentproceeds.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, Make any Restricted Payment, except provided, however, so long as no Default or Event of Default has occurred and is continuing or would exist as a result thereof, Borrower shall be permitted to (a) make a Restricted Payment either (i) to The New Swank Inc. Retirement Plan consisting of advances or other Distributions made by Borrower to The New Swank Inc. Retirement Plan, the proceeds of which are used by The New Swank Inc. Retirement Plan to repurchase from employees of Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in shares of the aggregate in any fiscal year, Stock of Borrower owned by such employee or (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) 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 Subsidiariesto repurchase from such employees shares of the Stock of Borrower owned by such employee, provided, in each case (ivx) Borrower or any Restricted Subsidiary may make the aggregate amount of all such Restricted Payments made pursuant to this Section 7.10(a) shall be deducted from the calculation of EBITDA in respect the applicable period in which such Restricted Payment was made (whether such deduction is a result of Employment Arrangements such Restricted Payment being expensed or otherwise deducted); (including but y) the aggregate amount of all such Restricted Payments made pursuant to this Section 7.10(a) in any fiscal year shall not limited to purchase exceed $1,000,000 less the aggregate amount of Equity Interests Third Party Purchases (as hereinafter defined) made in such fiscal year; and (z) the Borrower), ’s Unused Availability Amount both before and after making such Restricted Payment is not less than $3,000,000; and (vb) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to holders of shares of Borrower’s stock which are not employees of Borrower (the “Non-Employee Holders”) to repurchase from such Non-Employee Holders shares of the Stock of Borrower owned by such Non-Employee Holders (each, a Put Arrangement“Third Party Purchase”), provided, in each case, (viw) Borrower or any Restricted Subsidiary all Third Party Purchases must be consummated by not later than March 31, 2009 (the period that such Third Party Purchases may make dividends or distributions of common Equity Interests or options or rights be consummated shall be hereinafter referred to acquire common Equity Interests, and as the “Third Party Purchase Period”); (viix) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of (1) all such Restricted Payments made under pursuant to this clause (viiSection 7.10(b) after September 30, 2000 does during the entire Third Party Purchase Period shall not exceed the sum of $1,000,000; (A2) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positiveall such Restricted Payments made pursuant to this Section 7.10(b) for each calendar quarter ended during the applicable Calculation Periodfiscal year ending December 31, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect 2008 shall not exceed $1,000,000 less the aggregate amount of any Restricted Investment during Payments made pursuant to Section 7.10(a) in the applicable Calculation Periodfiscal year ending December 31, plus 2008; and (D3) all such Restricted Investments in Payments made pursuant to this Section 7.10(b) for the period of January 1, 2009 through the end of the Third Party Repurchase Period shall not exceed $1,000,000 less the aggregate amount of any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used abovePayments made pursuant to Section 7.10(a) for the period of January 1, 2009 through the applicable "Calculation end of the Third Party Repurchase Period" with respect to a ; (y) the Borrower’s Unused Availability Amount both before and after making such Restricted Payment means is not less than $3,000,000; and (z) Borrower provides the period Lender with prior written notice of each such Third Party Purchase (taken as one accounting period) from and after June 30, 2000 to and including the last day amount of Stock being repurchased and the purchase price in respect thereof). (b) Section 7.18(a) of the fiscal quarter ended immediately preceding the date of such Restricted Payment.Agreement is hereby amended by deleting Section 7.18(a) in its entirety and restating it as follows:

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary that is a Restricted Entity may make Restricted Payments to the Borrower, any Subsidiary 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) the Borrower and each Restricted Entity may declare and make dividend payments or other distributions payable solely in the common Equity Interests of such Person; (c) the Borrower and Stripes Holdings may make Restricted Payments to Holdings in an aggregate amount not to exceed the SHC Acquisition RP Availability at any time so long as (i) the proceeds of such Restricted Payments are used by Holdings solely for the purpose of acquiring and developing Drop Down MLP Assets or Drop Down Retail Assets and (ii) such acquisition by Holdings complies with Section 7.19(c); (d) the Borrower may declare make Restricted Payments to Holdings in an aggregate amount not to exceed at any time in any fiscal year the General Dividend Availability (including after giving effect to any reductions to General Dividend Availability); provided, that (i) such Restricted Payments are used by Holdings solely for the purpose of a contemporaneous Restricted Payment by Holdings to its shareholders or a share repurchase of Equity Interests of Holdings and pay dividends (ii) with respect to its capital stock not to exceed any Restricted Payment following the making of such Restricted Payments totaling $10,000,000 15,000,000 or more in the aggregate in any fiscal year, (ii) the Restricted Subsidiaries may declare and pay dividends ratably Entities are in compliance on a Pro Forma Basis with respect to their capital stock, (iii) 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, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately Consolidated Fixed Charge Coverage Ratio after giving effect to such Restricted Payments under this clause Payment; (vii)e) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Equity Interests with the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by from the substantially concurrent issue of new common or subordinated Equity Interests; and (f) the Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to Stripes Holdings may declare and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentmake Tax Distributions.

Restricted Payments. (a) The Borrower will not, and ------------------- will shall not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except Payments other than distributions of (i) the Borrower may declare and pay dividends amounts paid to it in accordance with respect to its capital stock not to exceed $10,000,000 Section 2.7 or 2.8 on a Payment Date as set forth in the aggregate in any fiscal yearrelated Payment Date Report, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockthe proceeds of Advances, (iii) during the Borrower may make Restricted Payments pursuant to and in accordance Revolving Period, or thereafter with stock option plans or other benefit plans for management or employees the consent of the Borrower and its SubsidiariesAdministrative Agent, Zero Value Assets, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited amounts necessary to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or RIC Tax Distribution on any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (date other than cash dividends on its common Stocka Payment Date (each, an “Intra-Quarter Permitted RIC Distribution”) provided if (A) the Borrower provides five (5) Business Days’ notice to the Administrative Agent together with a certificate certifying that immediately as of such date of certification, the Borrower expects to, after giving effect to such Restricted Payments Intra-Quarter Permitted RIC Distribution and all Collections the Borrower expects to receive by the immediately following Payment Date, have sufficient funds to make all payments on such immediately following Payment Date to Persons entitled to receive all payments in priority to RIC Tax Distributions under Section 2.7 (together with a schedule specifying the amount of (x) the Collections that will remain in the Collection Account immediately after such Intra-Quarter Permitted RIC Distribution, (y) the Collections the Borrower expects to receive by the immediately following Payment Date and (z) the amounts that would be required to satisfy all payments in priority to RIC Tax Distributions under Section 2.7 on such immediately following Payment Date (assuming for purposes of this clause that the Advances Outstanding (and the rate of Interest incurred) and the Unused Facility Amount (and the rate of Non-Usage Fee incurred) shall remain constant from the date of such certification) and (B) no RIC Tax Distribution under this clause (viiiv) had been made in the applicable calendar year or (v) amounts on deposit in the Operating Account; provided that, distributions may be made under the foregoing clause (i), (ii), (iii) and (iv) only if immediately before and after giving [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681 effect to such distribution, (x) the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does Advances Outstanding shall not exceed the sum Availability and (y) no Default or Event of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentDefault shall exist.

Restricted Payments. (a) The Borrower Company will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided that from and after January 1, except (i) 2019, the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower Company may make Restricted Payments pursuant if, at the time of and after giving effect to the proposed Restricted Payment: (1) no Event of Default shall have occurred and in accordance be continuing or will occur as a consequence thereof; (2) (x) with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make respect to Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that any Junior Financing Payment or Restricted Investment, immediately after giving effect to such Restricted Payment on a Pro Forma Basis, (i) the Senior Secured Net Leverage Ratio shall not exceed 4.00:1.00 and (ii) the Total Net Leverage Ratio shall not exceed 4.50:1.00, and (y) with respect to Restricted Payments under this clause constituting Junior Financing Payments or Restricted Investments, immediately after giving effect to such Restricted Payment on a Pro Forma Basis, (vii)i) the Senior Secured Net Leverage Ratio shall not exceed 4.00:1.00 and (ii) the Total Net Leverage Ratio shall not exceed 4.75:1.00; and (3) after giving effect to such Restricted Payment on a Pro Forma Basis, the aggregate amount of expended or declared for all Restricted Payments made under this clause on or after the Issue Date (viiexcluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6) after September 30(7), 2000 does (8), (9) and (10) of Section 4.07(b)) shall not exceed the sum of (Awithout duplication) $60,000,000 plus of: (Bi) 50% of Borrower's consolidated quarterly net income the Consolidated Net Income (or, if positiveConsolidated Net Income shall be a deficit, minus 100% of such deficit) for each calendar quarter ended of the Company accrued on a cumulative basis during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from the first day of the fiscal quarter of the Company in which the Issue Date occurs and after June 30, 2000 to and including ending on the last day of the most recently ended fiscal quarter ended immediately preceding for which internal financial information is available at the time of such Restricted Payment; plus (ii) 100% of the aggregate net proceeds (including the Fair Market Value of property other than cash) received by the Company subsequent to the Issue Date either (i) as a contribution to its common equity capital or (ii) from the issuance and sale of its Qualified Capital Interests, including Qualified Capital Interests issued upon the conversion or exchange of Debt (including Redeemable Capital Interests) of the Company, and from the exercise of options, warrants or other rights to acquire such Qualified Capital Interests (other than, in each case, Capital Interests or Debt issued or sold to a Subsidiary of the Company); plus (iii) 100% of the net reduction in Restricted Investments, made by the Company or any Restricted Subsidiary subsequent to the Issue Date, in any Person, resulting from (i) payments of interest on Debt, dividends, repayments of loans or advances, or any sale or disposition of such Restricted Investments (but only to the extent such items are not included in the calculation of Consolidated Net Income), or (ii) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary (or the causing of a Person that is not a Subsidiary to become a Restricted Subsidiary), not to exceed in the case of any Person the amount of Investments previously made by the Company or any Restricted Subsidiary in such Person subsequent to the Issue Date. (b) Notwithstanding the provisions of Section 4.07(a), the Company and its Restricted Subsidiaries may take the following actions: (1) the payment of any dividend on Capital Interests in the Company or a Restricted Subsidiary or the consummation of any irrevocable redemption within 60 days after declaration thereof or the giving of such irrevocable notice, as applicable, if, at the declaration date or notice thereof, such payment was permitted by the foregoing provisions of this Section 4.07; (2) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of any Capital Interests of the Company by conversion into, or in exchange for, Qualified Capital Interests, or out of net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Interests of the Company; provided, however, that the net cash proceeds from such sale of Qualified Capital Interests will be excluded from Section 4.07(a)(3)(ii) to the extent applied to any such purchase, repurchase, redemption, defeasance or other acquisition or retirement; (3) the redemption, defeasance, repurchase or acquisition or retirement for value of any Junior Financing out of the net cash proceeds of a substantially concurrent issue and sale (other than to a Subsidiary of the Company) of (x) Refinancing Debt of the Company or such Guarantor, as the case may be, Incurred in accordance with this Indenture or (y) Qualified Capital Interests of the Company; (4) so long as no Event of Default has occurred and is continuing, the purchase, redemption, retirement or other acquisition for value of Capital Interests in the Company, MIPCo or any Parent Entity (or any payments to a Parent Entity for the purposes of permitting any such repurchase) held (i) in the case of the Company, by directors, officers, consultants, employees, former directors, former officers, former consultants or former employees of the Company or any Restricted Subsidiary (or their Affiliates, Immediate Family Members, estates or beneficiaries under their estates) upon death, disability, retirement or termination of employment or service or alteration of employment or service status or pursuant to the terms of any agreement under which such Capital Interests were issued (including any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement) and, for the avoidance of doubt, including any principal and interest payable on any promissory notes issued by the Company or any Parent Entity in connection with such purchase, redemption, retirement or other acquisition for value or (ii) in the case MIPCo, directly by the MIP Shareholders (or their Affiliates, Immediate Family Members, estates or beneficiaries under their estates); provided that, in the case of clauses (i) and (ii) above, the aggregate cash consideration paid for such purchase, redemption, retirement or other acquisition for value of such Capital Interests does not exceed $10.0 million in any calendar year; provided, further, that any unused amounts in any calendar year may be carried forward; provided, however, that such amount in any calendar year may be increased by an amount not to exceed (A) the cash proceeds received by the Company or any of its Restricted Subsidiaries from the sale of Qualified Capital Interests of the Company or any direct or indirect Parent Entity of the Company (to the extent contributed to the Company) to directors, officers, employees or consultants of the Company and its Restricted Subsidiaries that occurs after the Issue Date; (provided, however, that the amount of such cash proceeds utilized for any such purchase, redemption, retirement, other acquisition for value or dividend will not increase the amount available for Restricted Payments under Section 4.07(a)(3)); plus (B) the cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after the Issue Date (provided, however, that the Company may elect to apply all or any portion of the aggregate increase contemplated by the second and third provisos of this clause (4) in any calendar year and, to the extent any payment described under this clause (4) is made by delivery of Debt and not in cash, such payment shall be deemed to occur only when, and to the extent, the obligor on such Debt makes payments with respect to such Debt); (5) dividend adjustments and repurchases of Capital Interests deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities or the vesting of restricted stock units or deferred stock units (including any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement); (6) Restricted Payments (A) to make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Interests of the Company or the vesting of restricted stock units or deferred stock units and (B) consisting of: (i) payments made or expected to be made in respect of withholding or similar taxes or brokerage fees payable by any future, present or former officers, directors, employees, members of management or consultants of the Company, any Restricted Subsidiary or any Parent Entity, in each case, solely to the extent such taxes relate to the foregoing Persons’ ownership of Capital Interests in the Company; and/or (ii) repurchases of Capital Interests in consideration of the payments described in clause (i), including demand repurchases in connection with the exercise of stock options or the vesting of restricted stock units or deferred stock units; (7) so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Payments constituting Junior Financing Payments in an aggregate amount not to exceed the greater of (x) $23.0 million and (y) 1.0% of Consolidated Total Assets; (8) the extension of credit that constitutes intercompany Debt, the Incurrence of which is permitted pursuant to clauses (5), (6) and (7) of the definition of “Permitted Debt”; (9) as required by the terms of contracts of the Company or any Restricted Subsidiary that are in effect on the Issue Date and Restricted Payments made pursuant to the Transactions; and (10) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Junior Financing (A) at a purchase price not greater than 101% of the principal amount of such Junior Financing in the event of a change of control in accordance with provisions similar to Section 4.14 or (B) at a purchase price not greater than 100% of the principal amount thereof in accordance with provisions similar to Section 4.10; provided that, prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, the Company has complied with its obligations set forth in Section 4.14 of this Indenture; (c) If the Company makes a Restricted Payment which, at the time of the making of such Restricted Payment, in the good faith determination of the Company, would be permitted under the requirements of this Indenture, such Restricted Payment shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustment made in good faith to the Company’s consolidated financial statements affecting Consolidated Net Income. (d) The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of such Restricted Payment of the assets or securities proposed to be transferred or issued by the Company or any of its Restricted Subsidiaries, as the case may be, pursuant to such Restricted Payment. (e) For purposes of determining compliance with this Section 4.07, in the event that a proposed Restricted Payment or Investment (or a portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in clauses (1) to (10) of Section 4.07(b) and/or one or more of the clauses contained in the definition of “Permitted Investments,” or is entitled to be made pursuant to Section 4.07(a), the Company will be entitled to divide or classify (or later divide, classify or reclassify in whole or in part), in its sole discretion, such Restricted Payment or Investment (or portion thereof) among such clauses (1) to (10) of Section 4.07(b), and/or one or more of such clauses contained in the definition of “Permitted Investments” hereunder, or Section 4.07(a), in each case, in a manner that otherwise complies with this Section 4.07. (f) Notwithstanding anything in this Section 4.07, no Investment may be made in any Unrestricted Subsidiary consisting of Intellectual Property which is material to the business of the Company and its Restricted Subsidiaries, taken as a whole. (g) For purposes of determining compliance with any U.S. dollar denominated restriction on Restricted Payments, the U.S. dollar equivalent of a Restricted Payment denominated in another currency shall be calculated based on the relevant currency exchange rate in effect on the date the Company or the Restricted Subsidiary, as the case may be, first commits to such Restricted Payment.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries the Loan Parties to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except except: (ia) [reserved]; (b) dividends payable by the Borrower or Parent or another Loan Party solely in interests of any class of its Capital Stock (other than Capital Stock constituting Indebtedness); (c) the Borrower Parent may declare and pay dividends with respect to purchase fractional shares of its capital stock not to exceed $10,000,000 in the aggregate in any fiscal yeararising out of stock dividends, (ii) Restricted Subsidiaries may declare splits or combinations or mergers, consolidations or other acquisitions and pay dividends ratably with respect to their cash in lieu of fractional shares upon the exercise of warrants, options or other securities convertible into or exercisable for capital stock, stock of Parent; (iiid) the Borrower Parent may (x) purchase stock or stock options of the Parent from present or former officers, directors or employees of any Loan Party or (y) make Restricted Payments payments pursuant to and in accordance with stock option plans or other benefit plans approved by the Parent’s board of directors for management directors, officers or employees of the Borrower and its SubsidiariesLoan Parties, in each case, in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; (ive) Borrower or any Restricted Subsidiary may make payments of Permitted Subordinated Debt permitted under Section 7.11; (f) payments to PubCo permitted under Section 7.7(e); (g) Permitted Tax Distributions; (h) Restricted Payments in respect of Employment Arrangements by any Subsidiary to any Loan Party; (including but not limited to purchase of Equity Interests in Borrower)i) the Share Repurchase Payments; provided that, (v) Borrower no such dividends, distributions or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately may be made unless, after giving effect thereto, (x) the Borrower is in compliance with the financial covenant set forth in Section 6.1 at such time and (y) the Consolidated Leverage Ratio is 0.50 less than the maximum Consolidated Leverage Ratio permitted to be maintained under Section 6.2 at such time; and (j) other Restricted Payments under this clause (vii), by Parent not to exceed $6,000,000 in the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which Fiscal Year, provided: no such dividends may be made unless after giving effect thereto, (x) the Borrower is redesignated as a Restricted Subsidiary. As used above, in compliance with the applicable "Calculation Period" with respect financial covenant set forth in Section 6.1 at such time and (y) the Consolidated Leverage Ratio is 0.50 less than the maximum Consolidated Leverage Ratio permitted to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of be maintained under Section 6.2 at such Restricted Paymenttime.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, No Credit Party shall make any Restricted Payment, except except: (a) intercompany loans and advances between Credit Parties to the extent permitted under SECTION 6.3; (b) dividends and distributions (i) by Subsidiaries of any Borrower paid to such Borrower, or (ii) by Parent paid in the Borrower form of capital Stock; (c) employee loans permitted under SECTION 6.4(b); (d) payments of principal and interest of Intercompany Notes issued in accordance with SECTION 6.3; (e) except as otherwise expressly set forth in SECTION 6.17(e): (i) beginning after the one year anniversary of the Closing Date, so long as (i) no Default or Event of Default has occurred and is continuing or would result from any such proposed payment, (ii) Borrowers and US Borrowers have aggregate Liquidity of at least US$15,000,000 (on a pro forma basis, with trade payables being paid currently, and CREDIT AGREEMENT expenses and liabilities being paid in the ordinary course of business, and without acceleration of sales) after giving effect to any such proposed payment, and (iii) Details and its Subsidiaries have a Fixed Charge Coverage Ratio (as certified by Details' chief financial officer) for the 12-month period ending at the end of the Fiscal Quarter ending immediately preceding the date such payment is proposed to be made of at least 1.5:1.0 after giving effect to such proposed payment as if it had been made during such Fiscal Quarter, then Borrowers and US Borrowers may make distributions to Parent in order for Parent to make payments of dividends on the Series B Preferred Stock in an aggregate amount not to exceed the accrued amounts due on the Series B Preferred Stock during any Fiscal Quarter pursuant to Section 1 of the Series B Certificate of Designation, and (ii) Parent may make payments of dividends on the Series B Preferred Stock in an aggregate amount not to exceed the accrued amounts due on the Series B Preferred Stock during any Fiscal Quarter pursuant to Section 1of the Series B Certificate of Designation; (i) except as otherwise expressly set forth in SECTION 6.17(c) so long as (i) no Default or Event of Default has occurred and is continuing or would result from any such proposed payment, (ii) Borrowers and US Borrowers have aggregate Liquidity of at least US$15,000,000 (on a pro forma basis, with trade payables being paid currently, and expenses and liabilities being paid in the ordinary course of business, and without acceleration of sales) after giving effect to any such proposed payment, and (iii) Details and its Subsidiaries have a Fixed Charge Coverage Ratio (as certified by Details' chief financial officer) for the 12-month period (or such shorter period, as appropriate, as is tested during the first 12 months following the Closing Date) ending at the end of the Fiscal Quarter ending immediately preceding the date such payment is proposed to be made of at least 1.5:1.0 after giving effect to such proposed payment as if it had been made during such Fiscal Quarter, then Borrowers and US Borrowers may make distributions to DDi Capital Corp. in order for DDi Capital Corp. to make, and DDi Capital Corp. may make, payments of interest on the Senior Accreting Notes in an aggregate amount not to exceed US$660,000 in any Fiscal Quarter; (ii) so long as (i) no Default or Event of Default has occurred and is continuing or would result from any such proposed payment, and (ii) Borrowers and US Borrowers have aggregate Liquidity of at least US$15,000,000 (on a pro forma basis, with trade payables being paid currently, and expenses and liabilities being paid in the ordinary course of business, and without acceleration of sales) after giving effect to any such proposed payment, then Borrowers may make distributions to DDi Capital Corp. in order for DDi Capital Corp. to make, and DDi Capital Corp. may make, the Senior Accreting Notes Interest Payment; (g) Parent may declare and pay dividends with respect to (i) its capital stock not payable solely in additional shares of its capital stock, and (ii) its Series A Preferred Stock payable solely from the proceeds of (A) dividends and distributions received from its Subsidiary, DDi Europe Limited, and (B) any disposition of the capital Stock of DDi Europe Limited; (h) except as otherwise expressly set forth in SECTION 6.17(d), Parent may purchase, redeem or otherwise acquire any Series B Preferred Stock (together with accrued and unpaid dividends thereon) pursuant to exceed $10,000,000 in Sections 5A (mandatory redemptions), 5B (optional CREDIT AGREEMENT redemption of holder), and 5D (redemption upon a change of control) of the aggregate in Series B Preferred Certificate of Designation; (i) so long as (i) no Default or Event of Default has occurred and is continuing or would result from any fiscal yearsuch proposed payment, (ii) Restricted Subsidiaries may declare Borrowers and pay dividends ratably US Borrowers have aggregate Liquidity of at least US$15,000,000 (on a pro forma basis, with respect trade payables being paid currently, and expenses and liabilities being paid in the ordinary course of business, and without acceleration of sales) after giving effect to their capital stockany such proposed payment, and (iii) Details and its Subsidiaries have a Fixed Charge Coverage Ratio (as certified by Details' chief financial officer) for the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees 12-month period ending at the end of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect Fiscal Quarter ending immediately preceding the date such payment is proposed to be made of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately at least 1.50:1.0 after giving effect to such proposed payment as if it had been made during such Fiscal Quarter, then Borrower Representative may advance monies to Parent for the purpose of making the Restricted Payments Payment permitted in SECTION 6.13(h); (j) so long as no Event of Default has occurred and is continuing, any Credit Party organized outside of the United States may make quarterly distributions in the amount necessary for any United States Shareholder (as defined in Section 951(b) of the IRC) to pay any United States tax on any amounts included under this clause Section 951 of the IRC, after taking into account any available foreign tax credits; and (vii), k) payments to any other Credit Party for directors' fees and the reimbursement of legal and accounting expenses incurred in the ordinary course of business in an aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not to exceed US$500,000 or the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary Equivalent Amount in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments Canadian Dollars in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentFiscal Year.

Restricted Payments. 14.2.1 No Obligor shall make any Restricted Payment unless the Restricted Payment Condition is satisfied. 14.2.2 The Restricted Payment Condition is satisfied if: (a) The Borrower will notat the date when the proposed Restricted Payment is to be made (the "RP Date"), no Potential Loan Event of Default, Loan Event of Default or Financial Adviser Appointment Event has occurred and ------------------- will not permit any is continuing or might reasonably be expected to occur as a result of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any the making of such Restricted Payment, except and no advances are outstanding under the Working Capital Facility or under the Liquidity Facility excluding, for the avoidance of doubt, any Liquidity Reserve Drawing; and (b) in relation to the Relevant Period ending on the Quarter End Date immediately preceding the RP Date: (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, EBITDA DSCR calculated for such Relevant Period was greater than 1.85:1; and (ii) the Free Cashflow DSCR calculated for such Relevant Period was greater than 1.4:1. 14.2.3 The first Relevant Period for which the Restricted Subsidiaries Payment Condition may declare be satisfied is that ending on 30 September 2014. 14.2.4 Restricted Payments may only be made (assuming all other conditions are satisfied) to the extent that there is sufficient cash available in the Loan Payments Account for such purpose in accordance with the Borrower Pre-Enforcement Priority of Payments and/or to the extent of the balance on the Restricted Payments Account. Subject to the below, permitted Restricted Payments may not be paid from the Loan Payments Account until the Interest Payment Date immediately following the relevant Loan Payment Date but, subject to Clause 2.6 (Mandatory Prepayment of Liquidity Reserve Drawing), they may be made on any day thereafter (other than on any of the five Business Days prior to the next Loan Payment Date). However, where the Borrower receives any Further Advance pursuant to Clause 2.2 (Further Advances Generally) of this Agreement and pay dividends ratably with respect to their capital stockprovided that the Restricted Payment Condition is satisfied, (iii) the Borrower may make any permitted Restricted Payment out of the proceeds of such Further Advance at any time prior to the next Loan Payment Date following such receipt of proceeds (other than on any of the five Business Days prior to the next Loan Payment Date). If the surplus cash in the Loan Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees Account is reduced by reason of the Borrower and its Subsidiaries, (iv) Borrower being obliged to pay interest to the Issuer on or any Restricted Subsidiary may make Restricted Payments before such Interest Payment Date because of a Default by a Hedging Bank in respect making payment of Employment Arrangements (including but not limited a Hedging Amount owed to purchase of Equity Interests in the Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments that may be made under this clause (vii) after September 30shall be reduced accordingly. 14.2.5 For the avoidance of doubt and notwithstanding any other provision herein, 2000 does amounts standing to the credit of the Dplc Remaining Amount Ledger, Dplc Excess Amount Ledger or Mandatory LF Prepayment Ledger of the Loan Payments Account shall not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) be available for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower use in or towards making any Restricted Subsidiary Payment and may only be applied towards making payment of Dplc Remaining Amounts, Dplc Excess Amounts and Mandatory LF Prepayment Amounts, as applicable, in respect accordance with Clause 2.6 (Mandatory Prepayment of any Restricted Investment during the applicable Calculation Period, plus (DLiquidity Reserve Drawings) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except except: (ia) subject to the delivery by the Borrower to the relevant agents under the Senior Term Loan Agreement or this Agreement, as the case may be, of reasonable documentary evidence thereof (and without duplication of any Asset Taxes paid pursuant to Section 6.07(c)), any Restricted Payments made for the purpose of allowing the shareholders of Holdings to pay Asset Taxes; (b) the Borrower may declare and pay payment of dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees year of the Borrower in an aggregate amount not exceeding the lesser of $14,325,000 and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made the portions of Excess Cash Flow for such fiscal year not required to be used to prepay the Senior Loans pursuant to Section 2.04(b)(i) of the Senior Term Loan Agreement, the terms of any Indebtedness under this clause any Permitted Refinancing, and the Loan pursuant Section 2.04(b)(i) (vii) after September 30as such aggregate amount may be reduced on a Dollar-for-Dollar basis by the amount of prepayments, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Periodredemptions or repurchases of, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary payments in respect of, Indebtedness of the Borrower under the Additional Seller Subordinated Debt and, after all Additional Seller Subordinated Debt has been paid and discharged in full, any Permitted Subordinated Debt, made pursuant to paragraph (c) below), provided that (i) no Default shall have occurred and be continuing or would result therefrom and (ii) no such dividend payment shall be permitted from any such portion of Excess Cash Flow for any Measurement Period until after the mandatory prepayment to be made for such Measurement Period required pursuant to Section 2.04(b)(i) of the Senior Term Loan Agreement, the terms of any Restricted Investment during Indebtedness under any Permitted Refinancing, and Section 2.04(b)(i) shall have been made; (c) prepayments, redemptions or repurchases of, and other payments in respect of, Indebtedness of the applicable Calculation PeriodBorrower under any Additional Seller Subordinated Debt and, plus after all Additional Seller Subordinated Debt has been paid and discharged in full, any Permitted Subordinated Debt, made with the amounts otherwise permitted to be used for the payment of dividends pursuant to paragraph (Db) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, provided that, upon any such prepayment, redemption or repurchase, the applicable "Calculation Period" amount otherwise available for the payment of dividends under paragraph (b) above shall be reduced on a Dollar-for-Dollar basis; and (d) payments of any amounts due on account of any Additional Seller Subordinated Debt made by the Borrower with respect to the Net Cash Proceeds of a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentPermitted Shares Disposition.

Restricted Payments. (a) The Borrower Parent will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or makemake a Restricted Payment, or agree to pay or make, directly or indirectly, make any deposit for any Restricted Payment, except other than: (ia) Restricted Payments made by Subsidiaries to the Borrower may declare and pay dividends Parent or other Subsidiaries (provided that (x) with respect to its capital stock not to exceed $10,000,000 any Restricted Payment (other than a Restricted Payment referenced in clause (iv) of the aggregate in definition thereof), if any fiscal year, Default has occurred and is continuing or would result therefrom and (iiy) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make any Restricted Payments pursuant to and Payment referenced in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, clause (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a the definition thereof such Restricted Payment pursuant to a Put Arrangement, (vi) Borrower shall be made in cash and if any Default has occurred and is continuing or any Restricted Subsidiary may make dividends would result therefrom and the Required Lenders have notified the Parent that the payments made under the Greens Creek Demand Note or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii)the Klondex Demand Note must be included in the limitation described below, the aggregate amount of Restricted Payments described in clauses (i), (ii), and (iii) of the definition thereof (and clause (iv) of the definition thereof, if the Required Lenders made the notification to the Parent to include such payments) permitted to be made under this clause (viia) after September 30shall not exceed $6,000,000 per each Fiscal Quarter or $20,000,000 per each Fiscal Year (excluding, 2000 does for purposes of these dollar limits, payments (which are consistent with past practices) made under the Greens Creek Demand Note or the Klondex Demand Note until such time that the Required Lenders notify the Parent that such payments must be included in such limitation) and, in addition, if any Default has occurred and is continuing or would result therefrom, any Restricted Payment referenced in clauses (i), (ii) and (iii) of the definition thereof shall also not exceed the sum amount necessary for the purpose of (A) $60,000,000 plus (B) 50% paying, so long as all such payments are promptly used by the Parent to pay, payroll, operating, and administrative expenses incurred in the ordinary course of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Periodbusiness, plus (C) all interest and principal payments, dividends, distributions franchise or similar taxes and other proceeds received similar taxes, fees and expenses required to maintain the Parent’s and its Subsidiaries’ corporate or company existence); (b) Restricted Payments made by Borrower Subsidiaries that are not Loan Parties to its shareholders or any Restricted Subsidiary in respect of any Restricted Investment during members generally so long as the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Parent or its Subsidiary which is redesignated as a Restricted Subsidiary. As used above, owns the applicable "Calculation Period" with respect to a equity interest in the Subsidiary making such Restricted Payment means the period receives at least its proportionate share thereof (taken as one accounting period) from and after June 30, 2000 to and including the last day based upon its relative holding of the fiscal quarter ended immediately preceding equity interests in the date of Subsidiary making such Restricted Payment); (c) the declaration or payment by the Parent of a cash dividend on, or on account of, any class of Equity Interests of the Parent (including Designated Preferred Stock) in an aggregate amount not to exceed the Funds Available for Restricted Payments; provided that immediately prior to such declaration or payment, a Responsible Officer of the Parent shall have certified in writing to the Administrative Agent that no Default shall have occurred and be continuing or would result therefrom; (d) the payment of any dividends the declaration of which was permitted pursuant to (i) clause (b) of this Section 6.8 or (ii) clause (h) of this Section 6.8, so long as, in the case of clause (i) and (ii) such payment is made within 60 days of such declaration or on its regularly schedule payment date; (e) the redemption, purchase or other acquisition by the Parent of its Series B Preferred Stock and, concurrent with any such redemption, the payment of accrued dividends thereon in an aggregate amount not to exceed the Funds Available for Restricted Payments; provided that immediately prior to such redemption, purchase or other acquisition or payment of accrued dividends, a Responsible Officer of the Parent shall have certified in writing to the Administrative Agent that no Default shall have occurred and be continuing or would result therefrom; (f) the redemption, purchase or other acquisition of Equity Interests of the Parent in exchange for, or with the net cash proceeds of, the substantially concurrent sale (other than to a Subsidiary of the Parent) of Equity Interests (other than Redeemable Capital Securities and Designated Preferred Stock) of the Parent; provided that immediately prior to such redemption, purchase or other acquisition, a Responsible Officer of the Parent shall have certified in writing to the Administrative Agent that immediately before and after giving effect to such redemption, purchase or other acquisition no Default shall have occurred and be continuing or would result therefrom; (g) the redemption, purchase or other acquisition of Equity Interests pursuant to the Small Lot Repurchase Program in an aggregate amount not to exceed the Funds Available for Restricted Payments; provided that immediately prior to such redemption, purchase or other acquisition, a Responsible Officer of the Parent shall have certified in writing to the Administrative Agent that immediately before and after giving effect to such redemption, purchase or other acquisition no Default shall have occurred and be continuing or would result therefrom; (h) the declaration and payment by the Parent of cash dividends on, or on account of, the Parent’s Series B Preferred Stock, provided that such dividend shall not exceed the minimum dividend amount under the Parent’s dividend policy as of the Effective Date; provided that no Default shall have occurred and be continuing or would result therefrom; (i) the redemption, purchase or other acquisition on or after June 25, 2018 of not more than twenty million (20,000,000) common shares of the Parent; provided that (i) the aggregate consideration therefore shall not exceed $100,000,000 and (ii) no Default shall have occurred and be continuing or would result therefrom; (j) Restricted Payments made by the Parent or any Subsidiary in the form of common stock of such Person; (k) the redemption, purchase or other acquisition by the Parent of its Redeemable Capital Securities issued in accordance with Section 6.2(t) and, concurrently with any such redemption, the payment of accrued dividends thereon, subject in all respects to the limitations set forth in Section 6.2(t); provided that no Default shall have occurred and be continuing or would result therefrom; (l) the declaration and payment by the Parent of cash dividends on, or on account of, the Parent’s Redeemable Capital Securities issued in accordance with Section 6.2(t), subject in all respects to the limitations set forth in Section 6.2(t); provided that no Default shall have occurred and be continuing or would result therefrom; (m) the declaration and payment by the Parent of cash in lieu of the issuance of fractional shares in connection with the Parent’s convertible notes issued in accordance with Section 6.2(v) in conversion into Equity Interests; and (n) the payment of the premium payable by the Parent in connection with the Permitted Bond Hedge Transaction.

Restricted Payments. (a) The Borrower shall not, and shall not permit any Restricted Subsidiary to, declare or make any Restricted Payment on or after the Effective Date, except that: (i) any Restricted Subsidiary may declare and make Restricted Payments to the Borrower or any other Restricted Subsidiary; (ii) the Borrower may purchase, redeem or otherwise acquire or retire for value any of its Equity Interests held by officers, directors or employees or former officers, directors or employees (or their estates or beneficiaries under their estates), upon death, disability, retirement, severance or termination of employment; provided that the aggregate amount expended pursuant to this clause (ii) during the term of this Agreement does not exceed $1,000,000; (iii) the Borrower may declare or make Restricted Payments if at the time of, and after giving effect to, the Restricted Payment: (A) the Borrower can demonstrate that if it were subject to an Indebtedness-incurrence test that required it to demonstrate on a pro forma basis that, after giving effect to the incurrence of additional Indebtedness, it would meet a Fixed Charge Coverage Ratio (EBITDA) of at least 4.0:1, it could, on the date of such declaration and of such payment, incur at least $1.00 of additional Indebtedness pursuant to such test, and (B) the aggregate amount expended for all Restricted Payments made pursuant to this clause (iii) during any Fiscal Year would not exceed the sum of: (1) 50% of Consolidated Net Income calculated for the immediately preceding Fiscal Year (such calculation to be based on financial statements for such immediately preceding Fiscal Year that have been provided pursuant to this Agreement); plus (2) for each Fiscal Year ending after December 31, 2004, the amount (if any) by which (x) the amount of Restricted Payments for the immediately preceding Fiscal Year permitted to be made pursuant to clause (1) above (without including any carryover amount from any prior Fiscal Year) exceeded (y) the amount of Restricted Payments actually made during such immediately preceding Fiscal Year pursuant to clause (1) above; (iv) the Borrower may, in connection with the payment of a dividend on its shares of common stock that is payable in additional shares of such common stock, pay cash in lieu of delivering fractional shares of such common stock; provided that the aggregate amount expended pursuant to this clause (iv) during the term of this Agreement does not exceed $2,000,000; (v) the Borrower may purchase, redeem or otherwise acquire or retire for value shares of its common stock; provided that the aggregate amount expended pursuant to this clause (v) shall not at any time exceed the aggregate amount of the net cash proceeds received by the Borrower after the Effective Date from the exercise of any of the Warrants; and (vi) if at the time of, and after giving effect thereto, the Borrower can demonstrate that it can meet the Indebtedness-incurrence test referred to in clause (iii)(A) above, the Borrower may make additional Restricted Payments in an aggregate amount expended for all such Restricted Payments made pursuant to this clause (vi) during the term of this Agreement not to exceed $25,000,000; provided that Restricted Payments may be declared and made pursuant to clauses (ii), (iii), (iv), (v) or (vi) only if at the time of, and after giving effect to, the Restricted Payment, no Default shall have occurred and be continuing. (b) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries Subsidiary to, declare furnish any funds to or make, make any Investment in an Unrestricted Subsidiary or agree other Person for purposes of enabling it to pay or make, directly or indirectly, make any Restricted Payment, except (i) Payment that could not be made directly by the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) or a Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and Subsidiary in accordance with stock option plans or other benefit plans for management or employees the provisions of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentSection.

Restricted Payments. (a) The Borrower Parent will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or makemake a Restricted Payment, or agree to pay or make, directly or indirectly, make any deposit for any Restricted Payment, except other than: (ia) Restricted Payments made by Subsidiaries to the Borrower may declare and pay dividends Parent or other Subsidiaries (provided that (x) with respect to its capital stock not to exceed $10,000,000 any Restricted Payment (other than a Restricted Payment referenced in clause (iv) of the aggregate in definition thereof), if any fiscal year, Default has occurred and is continuing or would result therefrom and (iiy) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make any Restricted Payments pursuant to and Payment referenced in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, clause (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a the definition thereof such Restricted Payment pursuant to a Put Arrangement, (vi) Borrower shall be made in cash and if any Default has occurred and is continuing or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, would result therefrom and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided the Required Lenders have notified the Parent that immediately after giving effect to such Restricted Payments the payments made under this clause (vii)the Greens Creek Demand Note must be included in the limitation described below, the aggregate amount of Restricted Payments described in clauses (i), (ii), and (iii) of the definition thereof (and clause (iv) of the definition thereof, if the Required Lenders made the notification to the Parent to include such payments) permitted to be made under this clause (viia) after September 30shall not exceed $6,000,000 per each Fiscal Quarter or $20,000,000 per each Fiscal Year (excluding, 2000 does for purposes of these dollar limits, payments (which are consistent with past practices) made under the Greens Creek Demand Note until such time that the Required Lenders notify the Parent that such payments must be included in such limitation) and, in addition, if any Default has occurred and is continuing or would result therefrom, any Restricted Payment referenced in clauses (i), (ii) and (iii) of the definition thereof shall also not exceed the sum amount necessary for the purpose of paying, so long as all such payments are promptly used by the Parent to pay, payroll, operating, and administrative expenses incurred in the ordinary course of business, franchise or similar taxes and other similar taxes, fees and expenses required to maintain the Parent’s and its Subsidiaries’ corporate or company existence); (Ab) $60,000,000 plus Restricted Payments made by Subsidiaries that are not Loan Parties to its shareholders or members generally so long as the Parent or its Subsidiary which owns the equity interest in the Subsidiary making such Restricted Payment receives at least its proportionate share thereof (Bbased upon its relative holding of the equity interests in the Subsidiary making such Restricted Payment); (c) 50% the declaration or payment by the Parent of Borrower's consolidated quarterly net income a cash dividend on, or on account of, any class of Equity Interests of the Parent (if positiveincluding Designated Preferred Stock) in an aggregate amount not to exceed the Funds Available for each calendar quarter ended during Restricted Payments; provided that immediately prior to such declaration or payment, a Responsible Officer of the applicable Calculation PeriodParent shall have certified in writing to the Administrative Agent that no Default shall have occurred and be continuing or would result therefrom; (d) the payment of any dividends the declaration of which was permitted pursuant to clause (b) or clause (h) of this Section 6.8, plus so long as such payment is made within 60 days of such declaration or on its regularly schedule payment date; (Ce) all interest and principal paymentsthe redemption, purchase or other acquisition by the Parent of its Series B Preferred Stock and, concurrent with any such redemption, the payment of accrued dividends thereon in an aggregate amount not to exceed the Funds Available for Restricted Payments; provided that immediately prior to such redemption, purchase or other acquisition or payment of accrued dividends, distributions a Responsible Officer of the Parent shall have certified in writing to the Administrative Agent that no Default shall have occurred and be continuing or would result therefrom; (f) the redemption, purchase or other acquisition of Equity Interests of the Parent in exchange for, or with the net cash proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used aboveof, the applicable "Calculation Period" with respect substantially concurrent sale (other than to a Restricted Payment means Subsidiary of the period Parent) of Equity Interests (taken as one accounting periodother than Redeemable Capital Securities and Designated Preferred Stock) from of the Parent; provided that immediately prior to such redemption, purchase or other acquisition, a Responsible Officer of the Parent shall have certified in writing to the Administrative Agent that immediately before and after giving effect to such redemption, purchase or other acquisition no Default shall have occurred and be continuing or would result therefrom; (g) the redemption, purchase or other acquisition of Equity Interests pursuant to the Small Lot Repurchase Program in an aggregate amount not to exceed the Funds Available for Restricted Payments; provided that immediately prior to such redemption, purchase or other acquisition, a Responsible Officer of the Parent shall have certified in writing to the Administrative Agent that immediately before and after giving effect to such redemption, purchase or other acquisition no Default shall have occurred and be continuing or would result therefrom; (h) the declaration and payment by the Parent of cash dividends on, or on account of, the Parent’s Series B Preferred Stock and the Parent’s common stock, provided that such dividend shall not exceed the minimum dividend amount under the Parent’s dividend policy as of the Effective Date; (i) the redemption, purchase or other acquisition on or before June 30, 2000 to and including the last day 2015, of not more than twenty million (20,000,000) shares of Equity Interests of the fiscal quarter ended immediately preceding Parent; provided, in no case shall the date aggregate cash expenditure for such redemption, purchase or other acquisition of Equity Interests of the Parent exceed $150,000,000; (j) Restricted Payments made by the Parent or any Subsidiary in the form of common stock of such Restricted PaymentPerson; (k) the redemption, purchase or other acquisition by the Parent of its Redeemable Capital Securities issued in accordance with Section 6.2(i) and, concurrently with any such redemption, the payment of accrued dividends thereon, subject in all respects to the limitations set forth in Section 6.2(i); and (l) the declaration and payment by the Parent of cash dividends on, or on account of, the Parent’s Redeemable Capital Securities issued in accordance with Section 6.2(i), subject in all respects to the limitations set forth in Section 6.2(i).

Restricted Payments. (a) The Borrower will shall not, and ------------------- will shall not permit any of its Restricted Subsidiaries to, declare or makepay any dividend (other than dividends payable solely in common stock of the Person making such dividend and, in the case of any Subsidiary of the Borrower, dividends payable to the Borrower or a wholly-owned Subsidiary of the Borrower) on, or agree to pay make any payment on account of, or makeset apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any equity interests of the Borrower or any Subsidiary of the Borrower, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, any Restricted Payment, except (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 whether in the aggregate cash or property or in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees obligations of the Borrower and its Subsidiariesor such Subsidiary (collectively, (iv) Borrower or any “Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in BorrowerPayments”), (v) except that after September 30, 2016, the Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant if, after giving effect to such to such Restricted Payment: (a) no Default or Event of Default shall have occurred and be continuing; (b) the Borrower’s Adjusted Available Liquidity, calculated on a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately pro forma basis after giving effect to such Restricted Payment and all other Restricted Payments under this clause and any Indebtedness not reflected on the Borrower’s most recent balance sheet, shall not be less than $10,000,000; (vii)c) the Consolidated Debt Service Coverage Ratio, calculated on a pro forma basis after giving effect to such Restricted Payment and all other Restricted Payments and any Indebtedness not reflected on the Borrower’s most recent balance sheet, shall not be less than the Required Debt Service Coverage Ratio; (d) (i) the Class A LTV Ratio, as of the date of such Restricted Payment, shall be no greater than 60% and (ii) the LTV Ratio, as of the date of such Restricted Payment, shall be no greater than 67%; and (e) the aggregate amount of Restricted Payments made under pursuant to this clause (vii) after September 30, 2000 Section 6.04 does not exceed (i) 25% of the sum aggregate Consolidated Net Income for each fiscal quarter of the Borrower commencing with the fiscal quarter ending December 31, 2013 minus (ii) 100% of the aggregate Consolidated Net Loss for each such fiscal quarter of the Borrower; provided that, in no event shall the aggregate amount of Restricted Payments permitted to be made under this Section 6.04 on or prior to December 31, 2017 exceed $5,000,000. Notwithstanding anything to the contrary herein, any Restricted Payment under this Section 6.04 may be made only if the Borrower has delivered the financial statements required to be delivered by it pursuant to Section 5.01(a)(i) or (a)(iii) through the date such Restricted Payment is made, and the CMV Appraisal required in respect of such Restricted Payment under Section 5.02(d). In addition, it is understood and agreed that the following shall not constitute Restricted Payments hereunder: (A) $60,000,000 plus distributions to the sole member of the Borrower made to fund subsequent distributions by such sole member pursuant to Section 9.3 of the Second Amended and Restated Limited Liability Company Agreement of such sole member, as in effect on the Effective Date (and the Borrower hereby represents and warrants that the Borrower has delivered to the Administrative Agent true, complete and correct copies of such Second Amended and Restated Limited Liability Company Agreement as in effect on the Effective Date) and (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding Borrower’s key man life insurance policy that are payable to the date of such Restricted PaymentBorrower’s sole member.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise (other than an obligation that is contingent on being permitted hereunder)) to do so, except that: (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iiia) the Borrower may make Restricted Payments pursuant to Payments, so long as no Default shall exist or result therefrom and so long as (i) in accordance with stock option plans or other benefit plans for management or employees the case of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangementmade in reliance on this clause (a)(i), (vi) Borrower or any Restricted Subsidiary may make dividends or distributions the aggregate amount of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other all such Restricted Payments (other than cash dividends on its common Stock) provided that immediately during the term of this Agreement shall not exceed, at the time of such Restricted Payment and after giving effect to such Restricted Payments Payment, the Restricted Payment Cap Amount; provided, however, that for purposes of calculating compliance under this clause (viia)(i), any Restricted Payment made in reliance on this clause (a)(i) shall take into account all Restricted Payments made during the term of this Agreement in reliance on the following clause (a)(ii) in an amount equal to 50% of the aggregate amount of such Restricted Payments or (ii) in the case of a Restricted Payment made under in reliance on this clause (viia)(ii), upon giving effect on a Pro Forma Basis to such Restricted Payment, the Consolidated Secured Leverage Ratio shall be less than 2.0 to 1 as of the most recent Fiscal Quarter end for which financial statements have been delivered pursuant to Section 6.1 (Financial Statements), as certified by a Responsible Officer of the Borrower; (b) after September 30the Borrower may repurchase Stock of the Borrower issued to employees and directors of the Borrower in an amount necessary to satisfy such individual’s income tax withholding obligations relating to the vesting of any restricted stock grants that have been approved by the Borrower’s Board of Directors or the appropriate committee thereof; (c) the Borrower may repurchase Stock of the Borrower issued to employees, 2000 does directors or managers upon the death, disability or termination of employment of such person or pursuant to the terms of any subscription, stockholder or other agreement or plan approved by the Borrower’s Board of Directors in an aggregate amount not to exceed the sum of (Ai) $60,000,000 plus 500,000 in any Fiscal Year or (Bii) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended $2,000,000 during the applicable Calculation Period, plus term of this Agreement; and (Cd) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" following shall be permitted with respect to a Restricted Payment means the period Convertible Notes and Subordinated Indebtedness: (taken as one accounting periodi) from regularly scheduled payments of (x) principal and after June 30, 2000 interest with respect to the Convertible Notes and including (y) interest with respect to Subordinated Indebtedness; (ii) the last day repurchase of all or any portion of the fiscal quarter ended immediately preceding Convertible Notes with the date net cash proceeds of any public offering of the Borrower’s common stock; Credit Agreement Orbital Sciences Corporation (iii) the repurchase, refinancing or replacement of the Convertible Notes or of the Subordinated Indebtedness with any other unsecured Indebtedness which satisfies the requirements of Section 8.3(j)(Indebtedness); (iv) payments made solely in common stock of the Borrower in connection with the exercise of any conversion rights by the holders of the Convertible Notes or, if applicable, any such Restricted Paymentrights with respect to Subordinated Indebtedness; and (v) the conversion into cash of the outstanding principal amount of any Convertible Notes as required by the terms of the Convertible Note Documents, so long as the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer demonstrating that, upon giving effect to such conversion on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article V (Financial Covenants) as of the most recent Fiscal Quarter end for which the Borrower has delivered financial statements pursuant to Section 6.1(a) or (b) (Financial Statements).

Restricted Payments. (a) The Borrower will Credit Parties shall not, and ------------------- will shall not permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, indirectly pay any Restricted Payment, except (ia) the Borrower any Restricted Subsidiary may declare and pay dividends with respect Dividends to its capital stock not to exceed $10,000,000 in or for the aggregate in benefit of any fiscal yearBorrower or any Guarantor, and (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iiib) 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, (iv) Borrower Borrowers or any Restricted Subsidiary may make Restricted Payments in respect an unlimited amount so long as the Payment Conditions have been satisfied, determined on a pro forma basis as if such Restricted Payment had been made at the end of Employment Arrangements (including but not limited the last fiscal quarter for which financial statements are required to purchase of Equity Interests in Borrowerbe delivered pursuant to Section 5.1(a), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such payment, Availability plus unrestricted cash (subject to a full dominion Controlled Account Agreement in form and substance reasonably satisfactory to the Administrative Agent to the extent such cash is required to be in a Controlled Account Agreement pursuant to the Security Agreement) and cash equivalents of the Parent and its Restricted Payments Subsidiaries shall not be less than $25,000,000, (c) provided that clauses (c) and (d) of the definition of Payment Conditions have been satisfied, and after giving effect to such payment, Availability plus unrestricted cash (subject to a full dominion Controlled Account Agreement in form and substance reasonably satisfactory to the Administrative Agent to the extent such cash is required to be in a Controlled Account Agreement pursuant to the Security Agreement) and cash equivalents of the Parent and its Restricted Subsidiaries shall not be less than $25,000,000 (unless such prepayment will be made using proceeds from the issuance of Indebtedness permitted under this clause Section 6.2 or from the proceeds of the issuance of, or capital contributions to the, Capital Stock (viiother than Redeemable Stock not permitted by Section 6.2) of a Credit Party or any Restricted Subsidiary, the Borrowers may make prepayments on Additional Notes from the proceeds of any Disposition of Assets which do not constitute assets subject to the Borrowing Base permitted hereunder and (d) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, any Restricted Payment made in exchange for, or with the net cash proceeds from, the substantially concurrent sale of Capital Sock of the Parent (other than any Redeemable Stock and other than Capital Stock issued or sold to a Subsidiary of the Parent) or a substantially concurrent cash capital contribution received by the Parent from its shareholders, (e) the defeasance, redemption, repurchase, retirement or other acquisition of Indebtedness of the Parent or any Restricted Subsidiary that is contractually subordinated in right of payment to the Loans or the Guaranty in exchange for, or with the net cash proceeds from, an incurrence of Permitted Refinancing Debt, (f) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, the redemption, repurchase, retirement or other acquisition for value of any Capital Stock of the Parent or any of its Restricted Subsidiaries of the Parent held by employees, former employees, managers, former managers, consultants or former consultants of the Parent (or any of its Subsidiaries), ; provided that the aggregate amount of Restricted Payments made under this clause such repurchases and other acquisitions (viiexcluding amounts representing cancellation of Indebtedness) after September 30, 2000 does shall not exceed $5,000,000 (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the sum following parenthetical) of $10,000,000 in any calendar year) (A) $60,000,000 in each case plus (B) 50% the amount of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest cash and principal payments, dividends, distributions and other proceeds received by Borrower the Parent and its Restricted Subsidiaries (x) in respect of “key-man” life insurance and (y) from the issuance of Capital Stock by the Parent to members of management of the Parent and its Subsidiaries, to the extent that those amounts did not provide the basis for any previous Restricted Payment), (g) so long as no Default or Event of Default has occurred and is continuing and clauses (c) and (d) in the definition of Payment Conditions have been satisfied, and after giving effect to such payment, Availability plus unrestricted cash (subject to a full dominion Controlled Account Agreement in form and substance reasonably satisfactory to the Administrative Agent to the extent such cash is required to be in a Controlled Account Agreement pursuant to the Security Agreement) and cash equivalents of the Parent and its Restricted Subsidiaries shall not be less than $25,000,000 (unless such prepayment will be made using proceeds from the issuance of Indebtedness permitted under Section 6.2 or from the proceeds of the issuance of, or capital contributions to the, Capital Stock (other than Redeemable Stock not permitted by Section 6.2) of a Credit Party or any Restricted Subsidiary Subsidiary, payments of dividends on Redeemable Stock issued pursuant to Section 6.2, (h) 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, (i) cash payments in respect lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Parent; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of this Section 6.6 (as determined in good faith by the board of director of the Parent), (j) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, payments of intercompany subordinated Indebtedness, the incurrence of which was permitted under Section 6.2 (provided, further, that the payment of intercompany subordinated Indebtedness to an Unrestricted Subsidiary, shall be further subject to the condition that, after giving effect to such payment, Availability plus unrestricted cash (subject to a full dominion Controlled Account Agreement in form and substance reasonably satisfactory to the Administrative Agent to the extent such cash is required to be in a Controlled Account Agreement pursuant to the Security Agreement) and cash equivalents of the Parent and its Restricted Subsidiaries shall not be less than $25,000,000), (k) any non-Credit Party may make any Restricted Payment to or for the benefit of any Subsidiary of the Credit Parties (and pro rata to any other equity holders, (l) Restricted Investment during Payments may be made to effectuate a Permitted Tax Restructuring, and (m) the applicable Calculation Period, plus (D) all Parent may make Restricted Investments Payments consisting of Capital Stock in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect whether pursuant to a Restricted Payment means the period (taken as one accounting period) from and after June 30distribution, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentdividend or any other transaction not prohibited hereunder.

Restricted Payments. (a) The No Borrower will, nor will not, and ------------------- will not it permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (ia) the any Borrower and any Subsidiary may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 Equity Interests payable solely in the aggregate in any fiscal year, additional shares of its common Equity Interests; (iib) Restricted Subsidiaries may declare and pay dividends ratably make Restricted Payments with respect to their capital stock, Equity Interests; (iiic) the any Borrower or any Subsidiary may make Restricted Payments pursuant to and in accordance with stock option equity compensation plans or other benefit plans for management management, directors, consultants or employees of LMI and the Borrower and its Subsidiaries; (d) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of LMI; (e) repurchases of Equity Interests in LMI, or any of the Subsidiaries, deemed to occur upon “cashless” exercise of options or warrants or upon delivery of Equity Interests pursuant to any equity compensation plan in lieu of payment of withholding taxes; (ivf) Borrower or any to the extent constituting Restricted Subsidiary Payments, transactions expressly permitted by Section 6.03, Section 6.04 and Section 6.07(a) (other than Section 6.07(a)(iii) and Section 6.07(a)(vi)); (g) LMI may make Restricted Payments if, (i) LMI shall be in respect of Employment Arrangements (including but not limited to purchase of Equity Interests compliance on a Pro Forma Basis with the Consolidated Total Leverage Ratio financial covenant set forth in BorrowerSection 6.10(b), (vii) Borrower the aggregate consideration paid in connection with such Restricted Payment or Restricted Payments shall not exceed $80,000,000 in the aggregate during the term of this Agreement for all such Restricted Payments; provided, however, that the limit on aggregate consideration set forth in preceding clause (g)(ii) will not apply to any Restricted Subsidiary may make Payment made during a Restricted Payment pursuant to period when the Consolidated Total Leverage Ratio on a Put Arrangement, Pro Forma Basis (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, both before and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (viiPayment) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period3.50 to 1.00, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of Payment made during such period shall not be counted against such limit, and (iii) both before and immediately after giving effect to any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment, no Default or Event of Default shall have occurred and be continuing; and (h) each of the Citrix LLCs may redeem and cancel the Class A units in such Citrix LLC, in each case, in accordance with the applicable Citrix LLC Operating Agreement, as in effect on the date hereof.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit Declare or pay any of its Restricted Subsidiaries to, declare or makedividend on, or agree to pay make any payment on account of, or makeset 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 or any Subsidiary, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any Subsidiary (collectively, “Restricted PaymentPayments”), except that: (a) any Subsidiary may make Restricted Payments to the Borrower or any Subsidiary Guarantor; (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 that are Subsidiaries; (c) provided that the Borrower may declare and pay dividends with respect to its capital stock make Restricted Payments in an aggregate amount not to exceed $10,000,000 in the aggregate in any fiscal year15,000,000, if (i) no Default or Event of Default is continuing or would result therefrom, (ii) Holdings is in compliance with Section 6.16 immediately before and immediately after giving effect to such Restricted Subsidiaries may declare Payment and pay dividends ratably with respect to their capital stock, (iii) the Consolidated Total Leverage Ratio for the most recently ended period of four consecutive fiscal quarters of Holdings immediately prior to and immediately after giving effect to such Restricted Payment, shall not exceed 3.75:1.00; provided that no Restricted Payments may be made under this clause (c) during any fiscal quarter if a Specified Equity Contribution under the First Lien Credit Agreement has been exercised in respect of any of the four immediately preceding fiscal quarters; (d) the Borrower may make Restricted Payments pursuant to Holdings to permit Holdings to pay (i) any taxes (at the then applicable rate) which are due and in accordance with stock option plans or other benefit plans for management or employees of payable by Holdings and the Borrower and their Subsidiaries as part of a consolidated group, or any of the direct or indirect equityholders of Holdings as a result of the ownership of such equity interests, (ii) customary fees to members of its board of directors, payments in respect of insurance coverage or for indemnification obligations under any law, indenture, contract or agreement to any director or officer of Holdings or any of its Subsidiaries, (iii) ordinary course corporate operating expenses and (iv) Borrower or any Restricted Subsidiary fees and expenses to the extent permitted under clause (i) of the second sentence of Section 6.8; (e) Investments permitted by Section 6.6; (f) Holdings may make Restricted Payments in respect the form of Employment Arrangements common equity of Holdings or preferred equity of Holdings; (including but not limited g) so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may make Restricted Payments to Holdings to permit Holdings to purchase its common stock or common stock options from present or former officers, consultants and directors or employees (and their heirs, estates and assigns) of Equity Interests in Borrower)Holdings, (v) the Borrower or any Restricted Subsidiary upon the death, disability or termination of employment of such officer or employee or pursuant to any equity subscription, shareholder, employment or other agreement; provided that the aggregate amount of payments under this clause (g) in any fiscal year of Holdings shall not exceed $11,250,000 plus any proceeds actually received from key man life insurance policies; and provided further that, without regard to the preceding provisions of this clause (g) and in addition to purchases permitted under such preceding provisions, the Borrower may make a Restricted Payment Payments to Holdings to permit Holdings to purchase its common stock or common stock options from employees (and their heirs, estates and assigns) upon the death, disability or termination of such employee or pursuant to any equity subscription, shareholder, employment or other agreement, or pursuant to “put rights” exercised by such employees as a Put Arrangementresult of the death, (vi) Borrower disability or termination of their employment by the Borrower, Holdings or any Restricted Subsidiary may make dividends or distributions during the period of common Equity Interests or options or rights to acquire common Equity Interests, and 24 months after the Closing Date; and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stockh) provided that immediately no Default or Event of Default is continuing or would result therefrom, the Borrower may make Restricted Payments with Excess Specified Asset Sale Proceeds to the extent that after giving pro forma effect to such Restricted Payments under this clause (vii)Payments, the aggregate amount Consolidated Total Leverage Ratio for the most recently ended period of Restricted Payments made under this clause (vii) after September 30, 2000 does four fiscal quarters of Holdings shall not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment3.75:1.00.

Restricted Payments. No Borrower or Subsidiary will make any Restricted Payments, other than, so long as no Default or Event of Default has occurred and is continuing nor would result therefrom, (a) The payments made under Acquisition Services Agreements, (b) Restricted Payments made to repurchase Equity Interests of any Borrower will notowned by an officer, and ------------------- will not permit director, consultant or employee of any Borrower in connection with the termination of its Restricted Subsidiaries tosuch officer’s, declare director’s, consultant’s or makeemployee’s employment, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in provided the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees amount of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause Section 6.18(b) made by the Borrowers in any fiscal year does not exceed $1,000,000, (vii)c) Restricted Payments made from one Borrower to another Borrower, (d) Restricted Payments consisting of dividends (including tax payments) payable to minority owners of a Subsidiary that is not a Wholly-Owned Subsidiary pursuant to the terms of the relevant constituent document, (e) Restricted Payments made to repurchase stock of ▇▇▇▇▇ so long as after giving effect thereto the Borrowers’ Total Cash Flow Leverage Ratio is less than or equal to 2:00 to 1:00, (f) Restricted Payments consisting of cash dividends payable to common shareholders of ▇▇▇▇▇, (g) Restricted Payments consisting of prepayments of Indebtedness incurred in connection with Permitted Acquisitions or under Acquisition Services Agreements so long as the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 prepaid by the Borrowers does not exceed the sum $5,000,000, (h) payments made in satisfaction of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day APC’s obligations under Section 7.7 of the fiscal quarter ended immediately preceding APC LLC Agreement, as may be amended in accordance with the date terms of such Restricted Paymentthis Agreement, or (i) payments made in satisfaction of ▇▇▇▇▇’▇ obligations under Section 7.7 of the DiscoverReady LLC Agreement, as may be amended from time to time in accordance with the terms of this Agreement.

Restricted Payments. (a) The Borrower will shall not, and ------------------- will shall not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or makeSubsidiaries, directly or indirectly, to make any Restricted Payment, except Payment after the Amendment Effective Date except: (ia) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 repurchases of Syndicated Interests in the an aggregate amount in any fiscal year, Fiscal Year up to $20,000,000 plus the proceeds received during such Fiscal Year of any resale of such repurchased Syndicated Interests; (iib) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) 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, (iv) Borrower or any each Restricted Subsidiary may make Restricted Payments to the Borrower and any other Restricted Subsidiary and any other Person that owns a direct Equity Interest in such Restricted Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a which such Restricted Payment pursuant to a Put Arrangement, is being made; (vic) Borrower or any Restricted Subsidiary may make dividends or distributions if at the time of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payment on a pro forma basis, (i) the Senior Secured Leverage Ratio is equal to or less than 2.00:1.00, (ii) no Default or Event of Default shall have occurred and be continuing and (iii) the Borrower and its Restricted Subsidiaries would be in compliance with the financial covenants set forth in Section 6.01, Restricted Payments under this clause to Persons that are not Loan Parties; (vii)d) if at the time of and, after giving effect to such Restricted Payment on a pro forma basis, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Borrower and its Restricted Subsidiaries would be in compliance with the financial covenants set forth in Section 6.01, Restricted Payments to Persons that are not Loan Parties in an aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of exceeding (A) $60,000,000 200,000,000, plus (B) 50% if, after giving effect to such Restricted Payment on a pro forma basis, the Leverage Ratio would not be greater than the Leverage Ratio set forth in Section 6.01(b), additional Restricted Payments up to the Available Amount at such time; (e) repurchases by the Borrower of Borrower's consolidated quarterly net income its common stock from holders thereof of less than 100 shares of its common stock; (if positivef) for each calendar quarter ended during the applicable Calculation PeriodBorrower may make scheduled cash dividend payments at the times and to the extent required by the terms of any agreement evidencing or governing the Series A Preferred Stock; and (g) so long as (i) no Default or Event of Default shall have occurred and be continuing at the time thereof or would result therefrom and (ii) after giving effect thereto on a pro forma basis, plus (C) the Leverage Ratio would not be greater than 3.00:1.00, repurchases, redemptions and/or other acquisitions of all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect portion of any Restricted Investment during the applicable Calculation PeriodSeries A Preferred Stock with (A) cash on hand or (B) proceeds of the Loans or the issuance or proceeds of other Indebtedness, plus (D) all Restricted Investments in any Unrestricted Subsidiary the incurrence of which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentnot prohibited under Section 6.03.

Restricted Payments. (a) The Borrower will shall not, and ------------------- will shall not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or makeSubsidiaries, directly or indirectly, to make any Restricted PaymentPayment after the Amendment Effective Date except: (a) repurchases of Syndicated Interests in an aggregate amount in any Fiscal Year up to $50,000,000 plus the proceeds received during such Fiscal Year of any resale of such repurchased Syndicated Interests; (b) each Restricted Subsidiary may make Restricted Payments to the Borrower and any other Restricted Subsidiary and any other Person that owns a direct Equity Interest in such Restricted Subsidiary, except ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (c) if at the time of and after giving effect to such Restricted Payment on a pro forma basis, (i) the Borrower may declare and pay dividends with respect Senior Secured Leverage Ratio is equal to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal yearor less than 2.00:1.00, (ii) no Specified Event of Default shall have occurred and be continuing (and no Event of Default shall have occurred and be continuing, or would result from the payment of such Restricted Subsidiaries may declare Payment on a pro forma basis, as of the time of declaration thereof) and pay dividends ratably with respect to their capital stock, (iii) the Borrower and its Restricted Subsidiaries would be in compliance with the financial covenants set forth in Section 6.01, Restricted Payments to Persons that are not Loan Parties; (d) if at the time of and, after giving effect to such Restricted Payment on a pro forma basis, (i) no Event of Default shall have occurred and be continuing and (ii) the Borrower and its Restricted Subsidiaries would be in compliance with the financial covenants set forth in Section 6.01, Restricted Payments to Persons that are not Loan Parties in an aggregate amount not exceeding (A) $200,000,000, plus (B) if, after giving effect to such Restricted Payment on a pro forma basis, the Leverage Ratio would not be greater than the Leverage Ratio set forth in Section 6.01(b), additional Restricted Payments up to the Available Amount at such time; (e) repurchases by the Borrower of its common stock from holders thereof of less than 100 shares of its common stock; (f) the Borrower may make scheduled cash dividend payments at the times and to the extent required by the terms of any agreement evidencing or governing the Series A Preferred Stock; (g) the Borrower and its Restricted Subsidiaries may (i) pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) in connection with any repurchases of Equity Interests of the Borrower and its Subsidiaries, or the exercise of stock options of the Borrower and its Subsidiaries, (ii) 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 (iviii) purchase or cause to be purchased Equity Interests of the Borrower from present or former directors, officers, members of management or employees of any Restricted Subsidiary of the Borrower and its Subsidiaries, their estates, spouses, former spouses and their heirs upon and after the death, disability or termination of employment of such Person; provided that such payments in this clause (g) do not to exceed $25,000,000 in any calendar year; provided further that, any unused portion of the preceding basket for any calendar year may make be carried forward to succeeding calendar years, so long as the aggregate amount of all Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment made pursuant to a Put Arrangement, this clause (vig) Borrower or in any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and calendar year (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such carry forward) shall not exceed $50,000,000. (h) cashless repurchases of Equity Interests deemed to occur upon the exercise of stock options, warrants or other securities convertible into or exchangeable for Equity Interests if such Equity Interests represent a portion of the exercise, conversion or exchange price thereof; (i) the Borrower and its Restricted Payments under this clause Subsidiaries may make cash payments in lieu of issuing fractional shares in connection with (vii)i) the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests, of any such Person, or (ii) in connection with the aggregate amount issuance of Restricted Payments any dividend otherwise permitted to be made under this clause Section 6.09; and (viij) so long as (i) no Event of Default shall have occurred and be continuing at the time thereof or would result therefrom and (ii) after September 30giving effect thereto on a pro forma basis, 2000 does the Leverage Ratio would not exceed be greater than 3.00:1.00, repurchases, redemptions and/or other acquisitions of all or any portion of the sum of Series A Preferred Stock with (A) $60,000,000 plus cash on hand or (B) 50% proceeds of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation PeriodLoans or the issuance or proceeds of other Indebtedness, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect the incurrence of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentnot prohibited under Section 6.03.

Restricted Payments. (a) The Borrower will Borrowers shall not, and ------------------- will shall not permit any of its the Restricted Subsidiaries to, directly or indirectly declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, except however, that so long as no Default or Event of Default hereunder then exists or would be caused thereby, the Borrowers may make, (ia) cash distributions to the Borrower may declare and pay dividends with respect to its capital stock Parent in an aggregate amount for all Borrowers not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) 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, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (Ai) $60,000,000 plus (B) 50% the aggregate amount of Borrower's consolidated quarterly net income (if positive) Excess Cash Flow for each calendar quarter ended during of the applicable Calculation Periodpreceding fiscal years (commencing with the fiscal year ending December 31, plus 2003) as set forth in the financial statements delivered pursuant to Section 6.2 hereof for all such fiscal years, (Cii) Cash on Hand (Borrowers) and (iii) cash contributed as equity to any Borrower by the Parent following the Agreement Date (less any portion of such Excess Cash Flow, Cash on Hand (Borrowers) and cash contributions used in accordance with Section 7.15 hereof to prepay the 2003 Senior Subordinated Discount Notes and the November 2003 Senior Subordinated Notes); (b) distributions to the Parent to make scheduled principal and interest payments on the Convertible Notes, the Senior Notes Due 2009 and the Senior Notes Due 2012 and any refinancings thereof that would not cause a Default under Section 8.1(n) hereof; (c) distributions to the Parent to make scheduled principal and interest payments on the Indebtedness permitted under Sections 8.1(n)(vii), (viii) and (ix) hereof; and (d) distributions to the Parent (including distributions from proceeds of the Loans) to prepay, redeem, otherwise retire or repurchase (including payment of premiums and accrued interest associated therewith) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect portion of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day Indebtedness for Money Borrowed of the fiscal quarter ended immediately preceding Parent outstanding on the date Agreement Date (excluding any Indebtedness for Money Borrowed of such Restricted Paymentthe Parent relating exclusively to any Verestar Entity).

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare Declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, or 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 and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person; (c) the Borrower may (i) to the extent constituting a Restricted Payment, enter into, and make payments under, any Permitted Call Spread Transaction and (ii) amend, terminate or otherwise settle any Permitted Call Spread Transaction to the extent that any net payment in cash by the Borrower in consideration therefor is permitted under another clause of this Section 8.06; (d) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal yearmake other Restricted Payments; provided, that, (i) no Event of Default exists or would result therefrom and (ii) after giving effect to any such Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockPayment on a Pro Forma Basis, (iiiA) the Borrower shall be in compliance with the financial covenants set forth in Section 8.11(b) recomputed as of the end of the period of the four fiscal quarters of the Borrower most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) (or, prior to the first such delivery, the financial statements for the fiscal year ended July 31, 2024) and (B) the Consolidated Leverage Ratio recomputed as of the end of the period of the four fiscal quarters of the Borrower most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) (or, prior to the first such delivery, the financial statements for the fiscal year ended July 31, 2024) is not greater than the Consolidated Leverage Ratio that is 0.50:1.00 lower than the Consolidated Leverage Ratio required under Section 8.11(a) (without giving effect to the Leverage Increase Period thereunder); (e) the Borrower may (x) repurchase fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options or (y) “net exercise” or “net share settle” warrants or options; (f) so long as no Specified Event of Default has occurred and is continuing, the Borrower may redeem or otherwise cancel Equity Interests or rights in respect thereof granted to (or make payments on behalf of) directors, officers, employees or other providers of services to the Borrower and the Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (g) the Borrower may make any Restricted Payments Payment that has been declared by the Borrower, so long as (A) such Restricted Payment would be otherwise permitted under clause (a) of this Section 8.06 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (h) so long as no Specified Event of Default has occurred and is continuing, the Borrower may repurchase Equity Interests pursuant to any stock repurchase or similar agreement approved by the board of directors (or appropriate committee thereof) of the Borrower; provided that the aggregate amounts under this clause (h) shall not exceed the greater of (x) $107,500,000 and (y) 50% of TTM Consolidated EBITDA in accordance any fiscal year (with stock option plans unused amounts in any fiscal year being carried over to the two immediately subsequent fiscal years, with a maximum carryover not to exceed the greater of (x) $215,000,000 and (y) 100% of TTM Consolidated EBITDA); (i) Borrower may repurchase Equity Interests or rights in respect thereof granted to directors, officers, employees or other benefit plans for management or employees providers of services to the Borrower and its Subsidiaries, the Subsidiaries at the original purchase price of such Equity Interests or rights in respect thereof pursuant to a right of repurchase set forth in equity compensation plans in connection with a cessation of service; (ivj) the receipt or acceptance by the Borrower or any Subsidiary of the return of Equity Interests issued by the Borrower or any Subsidiary to the seller of a Person, business or division as consideration for the purchase of such Person, business or division, which return is in settlement of indemnification claims owed by such seller in connection with such acquisition; (k) to the extent constituting Restricted Subsidiary Payments, the Borrower may make Restricted Payments any payments in respect of Employment Arrangements the Permitted Convertible Indebtedness (including but not limited cash interest, cash or shares upon conversion and cash or shares used to purchase repurchase or redeem (at maturity or otherwise)); and (l) so long as no Specified Event of Equity Interests in Borrower)Default has occurred and is continuing, (v) the Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, declare and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect in an amount not to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum greater of (Ax) $60,000,000 plus 53,750,000 and (By) 5025% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentTTM Consolidated EBITDA.

Restricted Payments. Make any Restricted Payments; provided, however, so long as no Default arising from the Company's failure to comply with Section 7.9 has occurred and is continuing (or would result from any such payment) and no Event of Default has occurred and is continuing (or would result from any such payment), the Company may make Restricted Payments as expressly permitted by subparagraphs (a) and (b) below: (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower Company may make Restricted Payments pursuant during any Calculation Period in an amount which, when added to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make all other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of including Restricted Payments made under this clause (viipursuant to Section 8.16(b)(i)) after September 30made during such Calculation Period, 2000 does not exceed the sum of (Ai) $60,000,000 fifty percent (50%) of the increase, if any, in Adjusted Consolidated Tangible Net Worth during such Calculation Period plus (Bii) 100% of all dividends received by the Company during such Calculation Period from preferred and common stock in FSA and from redeemable preferred stock in U S WEST, Inc. plus (iii) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during interest payable by the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" Company with respect to a such Calculation Period on the Subordinated Debt. (1) the contribution or distribution of Restricted Payment means FSA Securities, (2) cash equity contributions to the period Company, (taken as one accounting period3) from and after June 30, 2000 to and including the last day receipt of proceeds of issuances of stock of the fiscal quarter ended immediately preceding Company, (4) increases or decreases in the date amount of Subordinated Debt, or (5) the payment of permitted Restricted Payments. (b) The Company may, without regard to the maximum limit on Restricted Payments established by Subsection (a) above: (i) pay dividends required to be paid on its Series A Preferred Stock and pay interest that is due and payable on the Subordinated Debt, provided that all payments made pursuant to this clause (i) shall still be included for purposes of determining the maximum amount of dividends and distributions payable under Subsection (a); (ii) make additional Restricted Payments not to exceed the Maximum Special Dividend Amount in the aggregate, which additional Restricted Payments made pursuant to this clause (ii) shall not be included in determining the maximum amount of Restricted Payments made under Subsection (a); and (iii) distribute the proceeds of issuances of stock to an Affiliate (but not any proceeds received in connection with any public or secondary offering of stock). At the time the Company pays or makes any such Restricted Payment, it shall notify the Agent in writing of the amount of such payment, which notice shall (1) specify under which subparagraph and clause above the Restricted Payment is being made and (2) contain such information as is necessary to demonstrate that such dividend is permissible under the applicable subparagraph and clause.

Restricted Payments. (a) The Borrower will shall not, and ------------------- will shall not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Payment, Payment except for the following: (a) Restricted Payments by any Subsidiary of the Borrower to the Borrower or any Guarantor; and (b) cash dividends in any period of four consecutive Fiscal Quarters not to exceed: (i) 3% of the aggregate amount of Consolidated Net Income for such four Fiscal Quarter period, if the Total Liabilities to Consolidated Tangible Net Worth Ratio of the Borrower may declare and pay dividends with respect for such four Fiscal Quarter period is greater than or equal to its capital stock not 1.5 to exceed $10,000,000 in the aggregate in any fiscal year, 1; and (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect 10% of the aggregate amount of Consolidated Net Income for such four Fiscal Quarter period, if the Total Liabilities to their capital stock, (iii) Consolidated Tangible Net Worth Ratio of the Borrower may make Restricted Payments pursuant for such four Fiscal Quarter period is less than the 1.5 to 1; provided, however, that in the event that as a result of the application of the formulae in clause (b) above the Borrower declares or pays a cash dividend or dividends in an amount which is permitted under clause (b) above in one or more Fiscal Quarters and the result of such permitted cash dividend or dividends is that, as a consequence of changes in accordance with stock option plans or other benefit plans for management or employees the Consolidated Net Income of the Borrower and its Subsidiaries, in a subsequent Fiscal Quarter the Borrower has exceeded the amount permitted under clause (ivb) above such cash dividend shall not be required to be refunded to the Borrower and the same shall not constitute a Default or Event of Default hereunder, but the Borrower shall not be permitted to declare or pay any cash dividend in such Fiscal Quarter; provided, further, that the Restricted Payments described in clause (b) above shall not be permitted if either (A) an Event of Default or Default shall have occurred and be continuing at the date of declaration or payment thereof or would result therefrom or (B) such Restricted Payment is prohibited under the terms of any Indebtedness (other than the Obligations) of the Borrower or any Restricted Subsidiary may make of its Subsidiaries; provided, further, that (i) the Restricted Payments described in respect of Employment Arrangements clause (including but b) above shall not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, be permitted unless before and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this Payments, the Borrower shall be in compliance with the financial covenants contained in Article IV on a pro forma basis, and (ii) for purposes of calculating Total Liabilities to Consolidated Tangible Net Worth Ratio in clause (vii), the aggregate amount of Restricted Payments made under this clause (viib) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day Net Worth of the fiscal quarter ended Borrower for the immediately preceding Fiscal Quarter shall be calculated as if any Equity Issuance that occurs in the date of current Fiscal Quarter prior to such Restricted Paymentcash dividend had occurred in the previous Fiscal Quarter.

Restricted Payments. (a) The Borrower will shall not, and ------------------- will not permit nor shall Parent or any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except ; provided that: (a) (i) the Borrower Parent may declare or make cash distributions to its equity holders in an aggregate amount not to exceed the greater of (x) ninety-five percent (95%) of Parent’s Adjusted FFO for each Fiscal Quarter ending thereafter, or (y) the amount necessary for Parent to be able to make distributions required to maintain its status as a REIT and pay dividends to avoid the imposition of any federal or state income tax, and to avoid the imposition of the excise tax described by Section 4981 of the Code, in each case on Parent; provided further that, in either case, (A) during the continuance of an Event of Default, Restricted Payments made pursuant to clause (a) shall not exceed the amounts described in clause (y), and (B) following a Bankruptcy Event with respect to its capital stock the Borrower or the acceleration of the Obligations, Parent shall not to exceed $10,000,000 in the aggregate in make any fiscal year, cash distributions; (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iiib) the Borrower may make Restricted Payments pursuant ratably to the holders of its Equity Interests to permit Parent to make the Restricted Payments permitted under clause (a) above; (c) each Subsidiary may make Restricted Payments ratably to the holders of its Equity Interests; (d) Parent, the Borrower or any Guarantor may declare and in accordance with stock option plans make dividend payments or other benefit plans for management distributions payable solely in the common equity interests or employees other equity interests of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by such entity, (ii) distributions of rights or equity securities under any rights plan adopted by such entity and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its equity interests payable solely in additional shares of its equity interests; (e) Parent, the Borrower and its Subsidiarieseach Guarantor may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in connection with the exercise of warrants, (iv) options or other securities convertible into or exchangeable for equity interests of Parent, the Borrower or any Restricted Subsidiary; (f) so long as no Change of Control results therefrom, Parent, the Borrower and each Subsidiary may make Restricted Payments in respect connection with the implementation of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment 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 Put Arrangement, (vi) Borrower or any Restricted Subsidiary Guarantor may make dividends or distributions to allow Parent to make payments in connection with share purchase programs, to the extent not otherwise prohibited by the terms of common Equity Interests this Agreement; and (h) Parent may exercise any redemption or options or conversion rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means its Equity Interests in accordance with the period (taken as one accounting period) from and after June 30, 2000 to and including the last day terms of the fiscal quarter ended immediately preceding the date of governing documents setting out any such Restricted Paymentrights.

Restricted Payments. (a) The Borrower will shall not, and ------------------- will not permit nor shall Parent or any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except ; provided that: (a) (i) the Borrower Parent may declare or make cash distributions to its equity holders in an aggregate amount not to exceed the greater of (x) ninety-five percent (95%) of Parent’s Adjusted FFO for each Fiscal Quarter ending thereafter, or (y) the amount necessary for Parent to be able to make distributions required to maintain its status as a REIT and pay dividends to avoid the imposition of any federal or state income tax, and to avoid the imposition of the excise tax described by Section 4981 of the Code, in each case on Parent; provided further that, in either case, (A) during the continuance of an Event of Default, Restricted Payments made pursuant to clause (a) shall not exceed the amounts described in clause (y), and (B) following a Bankruptcy Event with respect to its capital stock the Borrower or the acceleration of the Obligations, Parent shall not to exceed $10,000,000 in the aggregate in make any fiscal year, cash distributions; (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iiib) the Borrower may make Restricted Payments pursuant ratably to the holders of its Equity Interests to permit Parent to make the Restricted Payments permitted under clause (a) above; (c) each Subsidiary may make Restricted Payments ratably to the holders of its Equity Interests; (d) Parent, the Borrower or any Guarantor may declare and in accordance with stock option plans make dividend payments or other benefit plans for management distributions payable solely in the common equity interests or employees other equity interests of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by such entity, (ii) distributions of rights or equity securities under any rights ​ plan adopted by such entity and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its equity interests payable solely in additional shares of its equity interests; (e) Parent, the Borrower and its Subsidiarieseach Guarantor may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in connection with the exercise of warrants, (iv) options or other securities convertible into or exchangeable for equity interests of Parent, the Borrower or any Restricted Subsidiary; (f) so long as no Change of Control results therefrom, Parent, the Borrower and each Subsidiary may make Restricted Payments in respect connection with the implementation of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment 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 Put Arrangement, (vi) Borrower or any Restricted Subsidiary Guarantor may make dividends or distributions to allow Parent to make payments in connection with share purchase programs, to the extent not otherwise prohibited by the terms of common Equity Interests this Agreement; and (h) Parent may exercise any redemption or options or conversion rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means its Equity Interests in accordance with the period (taken as one accounting period) from and after June 30, 2000 to and including the last day terms of the fiscal quarter ended immediately preceding the date of governing documents setting out any such Restricted Paymentrights.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, except that the following shall be permitted: (a) Apple Hospitality REIT 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; (b) on and after the Assumption Date, the OpCo may make Restricted Payments; provided, that, (i) if an Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may declare and pay dividends with respect OpCo shall only be permitted to its capital stock make cash Restricted Payments in an amount not to exceed $10,000,000 in the aggregate in any fiscal year, greater of (x) the amount necessary to enable Apple Hospitality REIT to avoid payment by the Consolidated Group of federal or state income or excise taxes and (y) the amount necessary to enable Apple Hospitality REIT to maintain its status as a real estate investment trust and (ii) no cash Restricted Subsidiaries may declare and pay dividends ratably with respect Payments shall be permitted under this clause (b) following an acceleration of the Obligations pursuant to their capital stockSection 8.02 or following the occurrence of any Event of Default under Section 8.01(a), 8.01(f) or 8.01(g); (iiic) the Borrower Apple Hospitality REIT 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 SubsidiariesPayments; provided, that, (ivi) Borrower if an Event of Default shall have occurred and be continuing or any Restricted Subsidiary may would result therefrom, Apple Hospitality REIT shall only be permitted to make cash Restricted Payments in respect an amount not to exceed the greater of Employment Arrangements (including but not limited x) the amount necessary to purchase enable Apple Hospitality REIT to avoid payment by the Consolidated Group of federal or state income or excise taxes and (y) the amount necessary to enable Apple Hospitality REIT to maintain its status as a real estate investment trust and (ii) no cash Restricted Payments shall be permitted under this clause (c) following an acceleration of the Obligations pursuant to Section 8.02 or following the occurrence of any Event of Default under Section 8.01(a), 8.01(f) or 8.01(g); (d) each Subsidiary of Apple Hospitality REIT may make cash Restricted Payments pro rata to the holders of its Equity Interests; and (e) each Subsidiary of Apple Hospitality REIT may make purchases of Equity Interests in Borrower), (v) Borrower any Subsidiary or Unconsolidated Affiliate of Apple Hospitality REIT that is held by any Restricted Subsidiary may make a Restricted Payment pursuant other Person to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided the extent that immediately after giving effect to such Restricted Payments purchase constitutes an Investment that is permitted under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentSection 7.02.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, Make any Restricted PaymentPayments; provided, except that (i) in the absence of an Event of Default or Default hereunder, and provided no Event of Default or Default would be caused by such payment, the Companies may make regularly scheduled payments of principal and interest on the Existing ▇▇▇▇▇▇▇ Subordinated Debt and the Existing Richmont Subordinated Debt, and (ii) provided there is no Event of Default under Paragraph 7.1(a) hereof, the Loans have not been accelerated as provided herein, and no "Payment Blockage Period" is in effect under the Indenture, Borrower may declare make payments required under the Richmont Subordinated Notes, provided, that at any time that an Event of Default or Default exists under this Agreement Borrower shall give Lenders not less than ten (10) Business Days prior written notice of any proposed payment on the Richmont Subordinated Notes. (b) Make any voluntary payment or prepayment of any Indebtedness, including, without limitation, any obligations to sellers in connection with previous acquisitions, other than the Senior Obligations, and pay dividends with respect provided that, in the absence of an Event of Default hereunder, Borrower and its Subsidiaries may (i) make all regularly scheduled payments of principal and interest on account of any such Indebtedness and obligations and (ii) make prepayments of Seller Obligations which are not Subordinated Debt in final settlement of all obligations to its capital stock a seller in an aggregate amount not to exceed Ten Million Dollars ($10,000,000 10,000,000). (c) Make any payments of management fees or consulting fees; provided, however, that in the aggregate absence of an Event of Default hereunder, (i) Borrower may pay consulting fees to Monroe & Company LLC and Richmont Capital Partners I, L.P. (A) as described in any fiscal yearclause (i) of the disclosure under Paragraph 6.9 on Exhibit C, and (B) as described in clause (ii) Restricted Subsidiaries may declare of the disclosure under Paragraph 6.9 of Exhibit C, in an aggregate amount not to exceed in any twelve month period $500,000, provided, that no such fees shall be paid to Monroe & Company LLC or Richmont Capital Partners I, L.P. prior to completion of a Successful Syndication, and pay dividends ratably with respect to their capital stock, (iiiii) the Companies may make payments of Seller Obligations which are not Subordinated Debt; provided, however, that -------- ------- if a judgment is rendered by a court of competent jurisdiction providing that any fee or obligation is owed to Monroe & Company, LLC then Borrower may make Restricted Payments pursuant such payment provided that Borrower has defended in good faith such suit and kept Agent reasonably advised as to and in accordance with stock option plans or other benefit plans for management or employees the status of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentsuit.

Restricted Payments. (a) The Borrower will Obligors shall not, and ------------------- will shall not permit any of its the other Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted PaymentPayment at any time, except that (isubject to Section 6.20): (a) any member of the Borrower Chemco Group (other than Chemco) may declare and pay cash dividends with respect to on its capital stock not to exceed $10,000,000 in the aggregate in to, or repurchase shares of capital stock from, any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees member of the Borrower and Chemco Group, provided that no Obligor shall pay cash dividends on its Subsidiariescapital stock to, or repurchase shares of capital stock from, any Foreign Subsidiary; (ivb) Borrower or any Restricted Subsidiary Chemco may make Restricted Payments in respect of Employment Arrangements (including but not limited cash, to purchase of Equity Interests in Borrower)the extent that, (v) Borrower or on the date any Restricted Subsidiary Payments are made, the aggregate amount of such Restricted Payments shall not exceed the Available Distribution Amount on such date; (i) Chemco may make a Restricted Payment Payments in cash from the proceeds of the Required Senior Subordinated Debt the proceeds of which Restricted Payments shall be used by ISP solely for the purpose of redeeming or otherwise retiring the ISP 2002 Notes, in an aggregate amount not exceeding on any date the excess, if any, of $199,900,000 over the sum of the aggregate amount of all Restricted Payments made pursuant this clause (c)(i) on or prior to that date plus the aggregate principal amount of all loans made pursuant to Section 6.07(k)(i) on or prior to that date (whether or not outstanding on such date); and (ii) Chemco may make Restricted Payments in cash from the proceeds of the Qualified Senior Subordinated Debt the proceeds of which Restricted Payments shall be used by ISP solely for the purpose of redeeming or otherwise retiring the ISP 2003 Notes, in an aggregate amount not exceeding on any date the excess, if any, of $324,500,000 over the sum of the aggregate amount of all Restricted Payments made pursuant this clause (c)(ii) on or prior to that date plus the aggregate principal amount of all loans made pursuant to Section 6.07(k)(ii) on or prior to that date (whether or not outstanding on such date); and (d) Chemco may make Restricted Payments in cash on any date to the extent of the Special Capital Balance, provided that the aggregate amount of all Restricted Payments made pursuant to this clause (d) shall not exceed $40,000,000 in any Fiscal Year; and (e) Chemco may pay a Put Arrangement, (vi) Borrower dividend on or within three Business Days after the Amendment and Restatement Date in an amount not exceeding $75,000,000 with cash-on-hand and with the proceeds of Revolving Credit Loans; provided that Chemco shall not make any Restricted Subsidiary may make dividends Payment, if immediately prior to or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments Payment, a Default shall have occurred and be continuing. Each notice furnished under Section 6.01(j) shall, to the extent that the information set forth therein is in compliance herewith as of the effective date of the applicable transaction, fix the lettered clause of this clause (viiSection or Section 6.07, or Section 6.16(e), pursuant to which the aggregate amount Restricted Payment, Investment or designation of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any an Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" referred to in such notice shall have been made for purposes of thereafter determining compliance with respect to a Restricted Payment means the period (taken as one accounting period) from this Section and after June 30, 2000 to Sections 6.07 and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment6.16(e).

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, except that, so long as no Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (ia) the Borrower and any Subsidiary may make Restricted Payments in the form of issuance of Equity Interests (other than Disqualified Stock) of the Borrower or any Subsidiary; (b) the Borrower may declare and pay dividends make Restricted Payments with respect to its capital stock not to exceed $10,000,000 Equity Interests payable in cash; provided that (i) such Restricted Payments are made in accordance with the aggregate Borrower’s dividend policy as in effect as of the Effective Date and any fiscal yeardividend policy in effect after the Effective Date consistent with past practice, (ii) after giving immediate effect to such Restricted Payments on a Pro Forma Basis, the Borrower shall be in compliance with the covenants set forth in Sections 6.14(a), (b) and (c) and (iii) such Restricted Payments are not expressly prohibited pursuant to the terms of the Junior Subordinated Debentures and the related Debenture Indentures; (c) Subsidiaries may declare and pay dividends make Restricted Payments ratably with respect to their capital stock, Equity Interests; (iiid) 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 (e) the Borrower may repurchase (i) prior to the occurrence of a Qualifying IPO, its Equity Interest consisting of preferred stock and (ivii) after the occurrence of a Qualifying IPO, any of its Equity Interests, in each case in the open market or in privately negotiated transactions so long as the Board of Directors of the Borrower shall have authorized such repurchase and the management of the Borrower shall have determined that such repurchase is in the best interest of the Borrower, in an aggregate amount from and after the Effective Date not to exceed the greater of (x) $300,000,000 and (y) the sum of $150,000,000 and 50% of the net proceeds received by the Borrower from any sale of its own Equity Interests from and after the Effective Date; provided, that at the time such repurchases are made each Regulated Insurance Company that is material to the Borrower and its Subsidiaries, taken as a whole (other than any Regulated Insurance Company that was acquired less than one year prior to the date of such payment) has a current financial strength rating by A.M. Best Company of not less that “A-” at the time of such repurchases to the extent such Regulated Insurance Company has an A.M. Best Company financial strength rating; provided, further that, in no event shall the aggregate repurchase price to be paid by the Borrower for Restricted Payments pursuant to clause (i) of this Section 6.07(e) during any Fiscal Year ending after the Effective Date exceed $75,000,000 or clause (ii) of this Section 6.07(e) during any Fiscal Year ending after the Effective Date exceed $300,000,000; (f) the Borrower and any Subsidiary may make any payment (even if such payment is in the form of a Restricted Payment) to the Borrower or another Subsidiary that is required to be made with respect to or in connection with the terms of any tax sharing, tax allocation or other similar tax arrangement or agreement entered into among the Borrower and its Wholly Owned Subsidiaries; (g) the Borrower may enter into, exercise its rights and perform its obligations under Permitted Call Spread Swap Agreements; (h) the Borrower may (x) make cash payments and/or deliveries of its common stock upon conversion of Permitted Convertible Notes pursuant to the terms thereof and (y) repay, repurchase or otherwise redeem, defease or make payments with respect to, the Convertible 2021 Notes and Convertible 2044 Notes; (i) the Borrower may make interest payments in respect of Indebtedness under Permitted Convertible Notes; (j) the Borrower and any Subsidiary may make payments to Parent or any direct or indirect parent thereof to allow such Person to pay (1)(A) administrative expenses and corporate overhead, franchise fees, public company costs (including SEC and auditing fees) and customary director fees; (B) premiums and deductibles in respect of directors and officers insurance policies and umbrella excess insurance policies obtained from third-party insurers and indemnities for the benefit of its directors, officers and employees or (C) reasonable fees and expenses incurred in connection with any unsuccessful debt or equity offering or any unsuccessful acquisition or strategic transaction by such Person, or (2)(A) any pass- through Taxes (including any distribution on account thereof) in an amount not to exceed the sum of the amount of the relevant U.S. federal, state, local and foreign income taxes that the Borrower and its Subsidiaries (including Specified Fee Business Holdco and its subsidiaries) would have paid (including for this purpose any income under Section 951 of the Code, income under Section 951A of the Code and any income of any entity (including partnerships) on which the Borrower and its subsidiaries are required to pay taxes) for such taxable period had the Borrower and such Subsidiaries been a stand-alone corporate group or (B) franchise and excise taxes, fees and other similar taxes and expenses in each case required to maintain its existence; (k) the Borrower and any Subsidiary may purchase, repurchase, redeem or otherwise acquire (including by cancellation of Indebtedness), cancel or retire for value or make a payment in respect of Equity Interests (or make a Restricted Payment in an amount equal to the amount required by any direct or indirect parent of the Borrower or any of its Subsidiaries to fund any such purchase, repurchase, redemption or other acquisition, cancellation or retirement for value or payment in respect of its Equity Interests), held by any existing or former employees, management or directors of or consultants to the Borrower or such Subsidiary (or any direct or indirect parent of the Borrower or any Subsidiary), or their assigns, estates or heirs, in each case in connection with the repurchase or payment provisions under employee stock option or stock purchase agreements or other compensatory agreements approved by the board of directors or investment committee (or other applicable committee) of such Person, as applicable; provided that such purchases, repurchases, redemptions, acquisitions, cancellations or retirements pursuant to this clause (k) will not exceed $35,000,000 in the aggregate during any Fiscal Year (with any unused amounts in any given Fiscal Year being available to be applied pursuant to this clause (k) in any succeeding Fiscal Years); provided, that notwithstanding the definition of “Restricted Payments”, payments in cash in connection with the settlement of stock options and restricted stock units outstanding and in accordance with terms thereof as of the date of this Agreement to existing or former employees, management, directors or consultants of the Borrower or any Subsidiary, in each case, will not be deemed to constitute a Restricted Payment for purposes of this Section 6.07 or any other provision of this Agreement; (l) the Borrower and any Subsidiary may make Restricted Payments to, or in an amount necessary for any Person to (x) pay its obligations under, or in connection with, and transaction costs, fees and expenses of such Person, or required to be paid or reimbursed by such Person, incurred under or in connection with, the Merger Agreement and the consummation of the transactions contemplated thereby and (y) without duplication of amounts payable pursuant to the foregoing clause (x), purchase, repurchase, redeem or otherwise acquire, cancel or retire for value or make a payment in respect of Employment Arrangements (including but not limited to purchase of of, Equity Interests of the Borrower on, or within 30 days after, the Effective Date, in Borrower), an aggregate amount not to exceed $80,000,000; (vm) the Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant Payments in an aggregate amount in each Fiscal Year not to a Put Arrangement, exceed the greater of (vix) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, $140,000,000 and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (By) 50% of the Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect ’s Consolidated Net Income as of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended most recent Fiscal Year for which Financials have been delivered (with any unused amounts in any given Fiscal Year being available to be applied pursuant to this clause (m) in the first two Fiscal Quarters of the immediately preceding succeeding Fiscal Year); provided, that at the time such payments are made each Regulated Insurance Company that is material to the Borrower and its Subsidiaries, taken as a whole (other than any Regulated Insurance Company that was acquired less than one year prior to the date of such payment) has a current financial strength rating by A.M. Best Company of not less that “A-” at the time of such payments to the extent such Regulated Insurance Company has an A.M. Best Company financial strength rating; provided, further, that amounts otherwise available for application to make Restricted Payment.Payments pursuant to this clause (m) may instead be applied, to make

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit During any of its Restricted Subsidiaries toNon-Investment Grade Period, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, or 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 and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person; (c) the Borrower may (i) enter into any Permitted Call Spread Transaction and (ii) amend, terminate or otherwise settle any Permitted Call Spread Transaction to the extent that any net payment in cash by the Borrower in consideration therefor is permitted under another clause of this Section 8.06; (d) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal yearmake other Restricted Payments; provided, that, (i) no Event of Default exists or would result therefrom and (ii) after giving effect to any such Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockPayment on a Pro Forma Basis, (iiiA) the Borrower shall be in compliance with the financial covenants set forth in Section 8.11 (without giving effect to the Leverage Increase Period thereunder) recomputed as of the end of the period of the four fiscal quarters of the Borrower most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) (or, prior to the first such delivery, the financial statements for the fiscal year ended January 31, 2025) and (B) the Consolidated Leverage Ratio recomputed as of the end of the period of the four fiscal quarters of the Borrower most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) (or, prior to the first such delivery, the financial statements for the fiscal year ended January 31, 2025) is not greater than the Consolidated Leverage Ratio that is 0.25:1.00 lower than the Consolidated Leverage Ratio required under Section 8.11(a) (without giving effect to the Leverage Increase Period thereunder); (e) the Borrower may (x) repurchase fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options or (y) “net exercise” or “net share settle” warrants or options; (f) so long as no Event of Default has occurred and is continuing pursuant to Section 9.01(a)(i)-(ii), Section 9.01(f) or Section 9.01(g), the Borrower may redeem or otherwise cancel Equity Interests or rights in respect thereof granted to (or make payments on behalf of) directors, officers, employees or other providers of services to the Borrower and the Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (g) the Borrower may make any Restricted Payments Payment that has been declared by the Borrower, so long as (A) such Restricted Payment would be otherwise permitted under clause (a) of this Section 8.06 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (h) the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase would be otherwise permitted under clause (d) of this Section 8.06 at the time such agreement is entered into and at the time such payment is made; (i) Borrower may repurchase Equity Interests or rights in accordance with stock option plans respect thereof granted to directors, officers, employees or other benefit plans for management or employees providers of services to the Borrower and its Subsidiaries, the Subsidiaries at the original purchase price of such Equity Interests or rights in respect thereof pursuant to a right of repurchase set forth in equity compensation plans in connection with a cessation of service; and (ivj) the receipt or acceptance by the Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase the return of Equity Interests in Borrower), (v) issued by the Borrower or any Restricted Subsidiary may make to the seller of a Restricted Payment pursuant to a Put ArrangementPerson, (vi) Borrower business or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), division as consideration for the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date purchase of such Restricted PaymentPerson, business or division, which return is in settlement of indemnification claims owed by such seller in connection with such acquisition.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, No Credit Party shall make any Restricted Payment, except (ia) intercompany loans and advances between Borrowers and Credit Parties to the extent permitted by Section 6.3 above, (b) dividends and distributions by Subsidiaries of any Borrower may declare paid to such Borrower or a Subsidiary of such Borrower, (c) dividends and distributions by Lancaster to Bon-Ton; (d) dividends paid to Holdings by Bon-Ton and dividends to Parent by Holdings to pay for the ordinary course operating expenses of Holdings and Parent, (e) employee loans permitted under Section 6.4(b) above, (f) dividends paid to Holdings by Bon-Ton and dividends to Parent by Holdings for the repurchase of Parent's outstanding common stock and payments made by Parent for such repurchase and dividends by Parent on Parent's outstanding common stock; provided that with respect to its capital stock clause (f) above (i) no Default or Event of Default shall have occurred and be continuing or would result after giving effect to any such payment; (ii) Borrowers collectively shall have Net Borrowing Availability of at least $30,000,000 before and after giving effect to any such payment; (iii) Borrowers shall have Excess Cash Flow for the four Fiscal Quarter periods then ended of at least $20,000,000; (iv) the amount of such dividends shall not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans exceed 50% of Borrowers' Excess Cash Flow for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), such four Fiscal Quarter periods; (v) Borrower or any Restricted Subsidiary may make Borrowers shall have, on a Restricted Payment pursuant to a Put Arrangementpro forma basis, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this payment a Fixed Charge Coverage Ratio for the four Fiscal Quarter period then ended of not less than 1.75:1.0; and (vi) the timing of such payments shall be set at dates which permit the delivery of Financial Statements necessary to determine current financial covenant compliance prior to each payment; provided, further, however, that with respect to clause (vii)f) above, notwithstanding the foregoing proviso and in addition to any amounts paid pursuant to such proviso, such dividends may be paid pursuant to such clause (f) up to an aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments 4,000,000 in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, Fiscal Year and up to $7,500,000 in the applicable "Calculation Period" with respect aggregate if no Default or Event of Default shall have occurred and be continuing or would result after giving effect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of any such Restricted Paymentpayment.

Restricted Payments. (a) The Borrower Notwithstanding any provision to the contrary set forth in the Depositary Agreement, AEE will not, not make any Distribution (and ------------------- AEE will not permit any of its Restricted Subsidiaries to, declare or make, or agree AEE Subsidiary to pay or make, directly or indirectly, make any Restricted Payment, except (i) the Borrower may declare and pay dividends with respect Distribution other than to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) 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, (iv) Borrower AEE or any Restricted Subsidiary may make Restricted Payments other AEE Subsidiary) unless such Distribution is made on or within 5 Business Days after a Rent Payment Date (commencing with the Rent Payment Date occurring July 2, 2000 as specified in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30below) and at the time of such Distribution the following conditions are satisfied: (i) all Rent, 2000 does not exceed including Deferrable Payments, shall have been paid to date; (ii) amounts on deposit or deemed on deposit pursuant to Section 3.1 of the sum Depositary Agreement in the Rent Reserve Account, the Additional Liquidity Account and the Special Rent Reserve Account shall be equal to or greater than the Rent Reserve Account Required Balance, the Additional Liquidity Required Balance or the Special Rent Reserve Account Required Balance, as applicable; (iii) no Lease Material Default, Lease Event of Default or event of default under any Permitted Indebtedness shall have occurred and be then continuing; (Aiv) $60,000,000 plus no amounts shall be outstanding under the Working Capital Facility; (Bv) 50% AEE has no indemnity currently due and payable under Section 10 of Borrower's consolidated quarterly net income the Participation Agreement or under any other Operative Document or any obligation to fund the Indemnity Account pursuant to Section 5.5(e) or Section 5.6 of the Lease; (if positivevi) the Coverage Ratios for each calendar quarter ended during of the applicable Calculation Periodtwo semi-annual Rent Payment Periods immediately preceding such Rent Payment Date (based on actual operating history) shall be equal to or greater than the Required Coverage Ratio and the Pro Forma Coverage Ratios for each of the four semi-annual periods immediately succeeding such Rent Payment Date 42 49 (based on Pro Forma) shall be equal to or greater than the Required Coverage Ratio; (vii) notwithstanding the foregoing, plus the first Rent Payment Date on which AEE shall be entitled to make a Distribution shall be July 2, 2000; on such date for the purpose of determining the satisfaction of the condition in clause (Cvi) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, only the applicable "Calculation Period" semi-annual period immediately preceding such date shall be relevant; (viii) with respect to a Restricted Payment means the period Rail Credit Facility, no event of default shall have occurred and be then continuing thereunder and the remaining term of the Rail Credit Facility shall not be less than 30 days; and (taken as one accounting periodix) from AEE shall have delivered an Officer's Certificate certifying that all conditions specified in this Section 6.2(a) have been satisfied. (b) For purposes of Section 6.1 and after June 30this Section 6.2, 2000 to and all calculations of Coverage Ratios shall be Pro Forma for any Permitted Indebtedness, including the last day of the fiscal quarter ended immediately preceding the date effects of such Restricted PaymentPermitted Indebtedness, and any assets reasonably expected to be acquired in connection therewith and the consummation of any related transactions. (c) The making of a Distribution by AEE shall be deemed to be a representation by AEE at the time of such transaction that the conditions permitting such transaction shall have been satisfied.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, No Credit Party shall make any Restricted Payment, except except: (a) intercompany loans and advances between Borrowers and Guarantors to the extent permitted by Section 6.3;(b) dividends and distributions by Subsidiaries of any Borrower paid to such Borrower; (c) employee loans permitted under Section 6.4(b); (d) payments of principal and interest of Intercompany Notes issued in accordance with Section 6.3; (e) the repayment of the Senior Subordinated Notes in connection with the Senior Subordinated Note Redemption Transaction, provided that each of the following conditions is satisfied in full, in each case after giving effect to the consummation of the Senior Subordinated Note Redemption Transaction and the making of any Advance in connection therewith, on or prior to the making of such Restricted Payment (i) Borrowers shall have delivered to Agent a certificate of the Chief Financial Officer, or, in his absence, the Chief Accounting Officer, of Borrowers, substantially in the form attached hereto as Exhibit 2.2(e), certifying and demonstrating that prior to and after giving effect to the consummation of the Senior Subordinated Note Redemption Transaction and the making of any Advance in connection therewith (A) each Credit Party will be Solvent and (B) Borrowers are in compliance with the financial covenants in Annex G as of the most recently ended Fiscal Month (on a pro forma basis after giving effect to the proposed Senior Subordinated Note Redemption Transaction and any requested Advance in connection therewith), (ii) no Default or Event of Default exists or would result therefrom, (iii) Borrowers shall have unrestricted cash on hand plus Revolving Loan Borrowing Availability of at least $1,000,000, and (iv) the timing of such payments shall be set at dates that permit the delivery of Financial Statements necessary to determine current compliance with the Financial Covenants prior to each such payment; (f) regularly scheduled payments of interest with respect to Subordinated Debt (other than the Senior Subordinated Notes), provided that each of the following conditions are satisfied in full (i) no Default or Event of Default has occurred and is continuing or would result after giving effect to any Restricted Payment, (ii) Borrowers shall have unrestricted cash on hand plus Revolving Loan Borrowing Availability of at least $1,000,000 after giving effect to any Restricted Payment; and (iii) the timing of such payments above shall be set at dates that permit the delivery of Financial Statements necessary to determine current compliance with the Financial Covenants prior to each such payment; (g) regularly scheduled payments of principal and interest under the Senior Subordinated Notes, provided that (i) no payment Default has occurred and is continuing or would result therefrom, and (ii) no Event of Default has occurred and is continuing or would result therefrom; (h) regularly scheduled payments of principal and interest under that certain $500,000 promissory note issued in connection with the acquisition by Holdings of the assets of the skilled pediatric nursing home health division of the MedLink Group, Inc.; and (i) the Borrower may declare and pay dividends with respect to repurchase by Holdings of its capital stock not to exceed $10,000,000 in the aggregate in any fiscal yearStock, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) 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, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately (i) no Default or Event of Default has occurred and is continuing or would result after giving effect to such Restricted Payments under this clause repurchase, (vii)ii) no Loan proceeds shall be used to make such repurchases and, upon request of Agent, Borrowers shall furnish Agent with evidence reasonably satisfactory to Agent that such repurchases are made solely from Borrowers’ cash on hand, (iii) Borrowers shall have delivered to Agent a certificate of the Chief Financial Officer, or, in his absence, the Chief Accounting Officer, of Borrowers in form and substance satisfactory to Agent, demonstrating that Borrowers would be in compliance with the financial covenants in Annex G as of the most recently ended Fiscal Month on a pro forma basis after giving effect to such repurchase, and (iv) the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does all such Stock repurchases in any Fiscal Year shall not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment500,000.

Restricted Payments. (a) The Borrower will not, and ------------------- nor will not it permit any of its Restricted Consolidated Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) that, so long as at the Borrower may declare time thereof, and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal yearafter giving effect thereto, (ii) Restricted Subsidiaries may declare no Default shall have occurred and pay dividends ratably with respect to their capital stockbe continuing, (iii) 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, as follows: (iva) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately if after giving effect to such Restricted Payments under this clause Payment the Leverage Ratio shall be greater than 4.00 to 1, the Borrower may make any Restricted Payment (vii), the "Current Restricted Payment") so long as the aggregate amount of all Restricted Payments and Basket Investments made under this clause (vii) after September 30, 2000 does during the period commencing on the Effective Date through and including the date upon which the Current Restricted Payment is to be made shall not exceed the sum of (Aw) $60,000,000 150,000,000 plus (Bx) 50the net cash proceeds from all Equity Issuances after the Effective Date plus (y) the aggregate amount of Net Cash Proceeds from Dispositions not required to be applied to the prepayment of Loans or the reduction of Commitments, or to be reinvested by the Borrower, pursuant to Section 2.11(b)(ii) plus (z) 33-1/3% of Borrower's consolidated quarterly net income (if positive) the cumulative amount of Excess Cash Flow for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to commencing on the Effective Date through and including the last day of the fiscal quarter most recently ended immediately preceding prior to the date of the Current Restricted Payment for which financial statements are available; and 364-DAY CREDIT AGREEMENT (b) if after giving effect to such Restricted PaymentPayment the Leverage Ratio shall be less than or equal to 4.00 to 1, the Borrower may make Restricted Payments in any amount. Nothing herein shall be deemed to prohibit the payment of dividends by any Subsidiary of the Borrower to the Borrower or to any other Subsidiary of the Borrower.

Restricted Payments. (a) The Borrower Parent will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (ia) the Borrower Parent may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 Equity Interests payable solely in the aggregate in any fiscal yearadditional shares of its common stock, (iib) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockEquity Interests, (iiic) the Borrower Parent may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower Parent and its Subsidiaries, (ivd) Borrower or any Restricted Subsidiary the Parent and its Subsidiaries may make Restricted Payments in respect an aggregate amount not to exceed $25,000,000 during any fiscal year of Employment Arrangements the Parent and (including but not limited to purchase of Equity Interests in Borrower), (ve) Borrower or any Restricted Subsidiary the Parent and its Subsidiaries may make a any other Restricted Payment pursuant so long as no Default or Event of Default has occurred and is continuing prior to a Put Arrangement, (vi) Borrower making such Restricted Payment or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately would arise after giving effect to (including giving effect on a Pro Forma Basis) thereto and the aggregate amount of all such Restricted Payments under during the term of this clause (vii)Agreement does not exceed $400,000,000, provided, that, notwithstanding the foregoing, the aggregate amount of all such Restricted Payments made under this pursuant to clause (viie) after September 30, 2000 does shall not exceed $50,000,000 for any fiscal year of the sum of Parent if the Leverage Ratio is equal to or greater than the Applicable Restricted Payment Ratio Level after giving effect (Aincluding giving effect on a Pro Forma Basis) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or to any such Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted SubsidiaryPayment. As used aboveherein, the applicable "Calculation Period" with respect to a “Applicable Restricted Payment Ratio Level” means (i) a ratio equal to 2.75 to 1.00 for the period first four consecutive fiscal quarters ending after the Restatement Effective Date and (taken as one accounting periodii) from and after June 30at all times thereafter, 2000 a ratio equal to and including (x) the last day numerator of the fiscal quarter ended immediately preceding the date of maximum Leverage Ratio permitted under Section 6.12(a) at such Restricted Paymenttime minus 0.50 to (y) 1.00.

Restricted Payments. (a) The Borrower No Obligor will, nor will not, and ------------------- will not it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in Payments at any time during any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans provided that PGI or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any a Joint Venture Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements cash so long as: (including but not limited to purchase of Equity Interests in Borrower), (vi) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interestsno Default shall have occurred and be continuing, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause Payment no Default shall have occurred and be continuing; and (vii), ii) the sum of the aggregate amount of such Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed by PGI plus the sum aggregate amount of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended such Restricted Payments made by all Joint Venture Restricted Subsidiaries during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting periodthe "Determination Period") from and after June 30including December 28, 2000 1996 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentPayment shall not exceed an amount equal to the sum of (x) U.S. $25,000,000 plus 50% of Consolidated Net Income (to the extent positive) for each full fiscal year included in the Determination Period minus (y) 100% of Consolidated Net Income (to the extent negative) for each full fiscal year included in the Determination Period plus (z) the aggregate amount of dividends, distributions or other payments received by PGI or any of its Restricted Subsidiaries in cash in respect of any Investment constituting a Restricted Payment hereunder, and the aggregate amount received in cash in respect of the sale or other disposition or any Investments constituting a Restricted Payment hereunder (but shall not in any event be reduced by reason of any write-off of any such Investment). Notwithstanding the foregoing, PGI may make cash payments to officers and employees in respect of shares of stock (or options therefor) granted to such officers and employees upon the termination of employment of such officer or employee (so long as the aggregate amount thereof paid in any single fiscal year shall not exceed U.S. $750,000) (and such cash payments shall not be included in determining the amount of Restricted Payments permitted above).

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, No Credit Party shall make any Restricted Payment, except (ia) intercompany loans and advances between Borrowers and Credit Parties to the extent permitted by Section 6.3 above; (b) dividends and distributions by Subsidiaries of any Borrower may declare paid to such Borrower or a Subsidiary of such Borrower; (c) dividends paid to Holdings by Bon-Ton and dividends to Parent by Holdings to pay for the ordinary course operating expenses of Holdings and Parent; (d) employee loans permitted under Section 6.4(b) above; (e) dividends paid to Holdings by Bon-Ton and dividends to Parent by Holdings for the repurchase of Parent's outstanding common stock and dividends by Parent on Parent's outstanding common stock; provided that with respect to its capital stock not this clause (e) (i) no Default or Event of Default shall have occurred and be continuing or would result after giving effect to exceed $10,000,000 in the aggregate in any fiscal yearsuch payment, (ii) Restricted Subsidiaries may declare Borrowers collectively shall have met the Borrowing Availability Threshold on the date of payment of such dividend and pay dividends ratably with respect to their capital stockrepurchase, (iii) Borrowers shall have Excess Cash Flow for the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees four Fiscal Quarter periods then ended of the Borrower and its Subsidiariesat least $20,000,000, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments the amount of such dividends shall not in respect the aggregate exceed fifty percent (50%) of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower)Borrowers' Excess Cash Flow for such four Fiscal Quarter periods, (v) Borrower or any Restricted Subsidiary may make Borrowers shall have, on a Restricted Payment pursuant to a Put Arrangementpro forma basis, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under payment a Fixed Charge Coverage Ratio for the four Fiscal Quarter period then ended of not less than 1.75:1.0, and (vi) the timing of such payments shall be set at dates which permit the delivery of Financial Statements necessary to determine current financial covenant compliance prior to each payment; provided, further, however, that with respect to this clause (viie), notwithstanding the foregoing proviso and in addition to any amounts paid pursuant to such proviso, such dividends may be paid pursuant to this clause (e) up to an aggregate amount of Restricted Payments made under this $4,000,000 in any Fiscal Year and up to $7,500,000 in the aggregate; and (f) if proceeds from the sale of Designated Properties are greater than $26,000,000, dividends paid to Holdings by Bon-Ton and dividends to Parent by Holdings for the repurchase of Parent's outstanding common stock; provided that with respect to clause (viif) (i) no Default or Event of Default shall have occurred and be continuing or would result after September 30giving effect to any such dividend or repurchase, 2000 does (ii) the 42 amount of such dividend or repurchase shall not exceed the sum lesser of (A) $60,000,000 plus 6,500,000 and (B) 50% of Borrower's consolidated quarterly net income thirty-five (if positive35%) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding amount by which the net proceeds of the EB Sale-Leaseback exceed the Attributed Value of the properties sold pursuant thereto and (iii) Borrowers collectively shall have met the Borrowing Availability Threshold on the date of payment of such Restricted Paymentdividend and repurchase.

Restricted Payments. (a) The Borrower will shall not, and ------------------- will not permit nor shall Parent or any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except ; provided that: (a) (i) the Borrower Parent may declare or make cash distributions to its equity holders in an aggregate amount not to exceed the greater of (x) ninety-five percent (95%) of Parent’s Adjusted FFO for each Fiscal Quarter ending thereafter, or (y) the amount necessary for Parent to be able to make distributions required to maintain its status as a REIT and pay dividends to avoid the imposition of any federal or state income tax, and to avoid the imposition of the excise tax described by Section 4981 of the Code, in each case on Parent; provided further that, in either case, (A) during the continuance of an Event of Default, Restricted Payments made pursuant to clause (a) shall not exceed the amounts described in clause (y), and (B) following a Bankruptcy Event with respect to its capital stock the Borrower or the acceleration of the Obligations, Parent shall not to exceed $10,000,000 in the aggregate in make any fiscal year, cash distributions; (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iiib) the Borrower may make Restricted Payments pursuant ratably to the holders of its Equity Interests to permit Parent to make the Restricted Payments permitted under clause (a) above; (c) each Subsidiary may make Restricted Payments ratably to the holders of its Equity Interests; (d) Parent, the Borrower or any Guarantor may declare and in accordance with stock option plans make dividend payments or other benefit plans for management distributions payable solely in the common equity interests or employees other equity interests of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by such entity, (ii) distributions of rights or equity securities under any rights plan adopted by such entity and (iii) distributions (or effect ​ stock splits or reverse stock splits) with respect to its equity interests payable solely in additional shares of its equity interests; (e) Parent, the Borrower and its Subsidiarieseach Guarantor may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in connection with the exercise of warrants, (iv) options or other securities convertible into or exchangeable for equity interests of Parent, the Borrower or any Restricted Subsidiary; (f) so long as no Change of Control results therefrom, Parent, the Borrower and each Subsidiary may make Restricted Payments in respect connection with the implementation of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment 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 Put Arrangement, (vi) Borrower or any Restricted Subsidiary Guarantor may make dividends or distributions to allow Parent to make payments in connection with share purchase programs, to the extent not otherwise prohibited by the terms of common Equity Interests this Agreement; and (h) Parent may exercise any redemption or options or conversion rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means its Equity Interests in accordance with the period (taken as one accounting period) from and after June 30, 2000 to and including the last day terms of the fiscal quarter ended immediately preceding the date of governing documents setting out any such Restricted Paymentrights.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (ia) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 Equity Interests payable solely in the aggregate in any fiscal yearadditional shares of its common stock, (iib) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockEquity Interests, (iiic) 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, (ivd) the Borrower or any Restricted Subsidiary and the Subsidiaries may make Restricted Payments (i) to effect any merger or consolidation of any Subsidiary of the Borrower permitted under Section 6.03 and (ii) certified by the Borrower to the Administrative Agent in respect writing as having a bona fide purpose directly related to effecting the capitalization of Employment Arrangements a Subsidiary to the extent such investment shall otherwise be permitted under Section 6.04 (including but not limited to purchase of Equity Interests as determined by the Administrative Agent in Borrowerits reasonable discretion), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (viie) the Borrower or any Restricted Subsidiary and its Subsidiaries may make any other Restricted Payment so long as no Default or Event of Default has occurred and is continuing prior to making such Restricted Payment or would arise after giving effect (including giving effect on a Pro Forma Basis) thereto and the aggregate amount of all such Restricted Payments shall be (other than cash dividends i) without limitation at any time the Leverage Ratio (calculated on its common Stock) provided that immediately a Pro Forma Basis after giving effect to such Restricted Payment) shall be less than or equal to 2.75 to 1.00 and (ii) shall not exceed during any twelve-month period an aggregate amount equal to $120,000,000 at any time the Leverage Ratio (calculated on a Pro Forma Basis after giving effect to such Restricted Payment) shall be greater than 2.75 to 1.00 (calculated inclusive of all Restricted Payments under made in reliance on this clause (viiii) during such period), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests or accept any capital contributions, except that, so long as no Default or Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (ia) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) 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, (iv) Borrower or any Restricted each Material Subsidiary may make Restricted Payments to any Remy Company or any Material Subsidiary of any Remy Company that is a Guarantor, ratably according to their respective holdings of the type of Equity Interest in respect of Employment Arrangements which such Restricted Payment is being made; (including but not limited to purchase of Equity Interests in Borrower), (vb) Borrower or any Restricted each Loan Party and each Material Subsidiary may declare and make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower dividend payments or any Restricted Subsidiary may make dividends other distributions payable solely in the common stock or distributions of other common Equity Interests or options or rights to acquire of such Person; (c) Parent may issue and sell its common Equity Interests, Interests and Qualified Capital Stock; (viid) Borrower or any Restricted Subsidiary (i) Parent may make other Restricted Payments that are annual dividends to stockholders of Parent (other than cash or, for periods prior to Second Amendment Closing Date, Restricted Payments made by Remy Holdings that are annual dividends on its common Stock) provided to stockholders of Remy Holdings), in an aggregate amount not to exceed $35,000,000 provided, that immediately both before and after giving effect to each such Restricted Payments under this clause Payment (vii), x) Excess Availability exceeds the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50equal to 17.5% of Borrower's consolidated quarterly net income the Maximum Revolver Amount, (if positivey) the average daily Excess Availability for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect 30 day period immediately preceding the making of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a such Restricted Payment means (computed on a pro forma basis treating such Restricted Payment as being made on the period (taken as one accounting first day of such period) from exceeds the amount equal to 17.5% of the Maximum Revolver Amount, and after June 30, 2000 to (z) Parent and including its Subsidiaries shall be in pro forma compliance (determined on a pro forma basis as of the last day of the fiscal quarter most recently ended month for which financial statements were required to have been delivered pursuant to Section 5.1) with the financial covenants set forth in Section 7, which financial covenants shall be tested at such time regardless of whether a Covenant Testing Period is in effect and (ii) Parent may make Restricted Payments (excluding Restricted Payments made pursuant to clause (i) above) in an aggregate amount not to exceed the Available Amount, provided, that both before and after giving effect to each such Restricted Payment (w) Excess Availability exceeds the amount equal to 20% of the Maximum Revolver Amount, (x) the average daily Excess Availability for the 30 day period immediately preceding the date making of such Restricted Payment (computed on a pro forma basis treating such Restricted Payment as being made on the first day of such period) exceeds the amount equal to 20% of the Maximum Revolver Amount, (y) Parent and its Subsidiaries shall be in pro forma compliance with the financial covenants set forth in Section 7, which financial covenants shall be tested at such time regardless of whether a Covenant Testing Period is in effect and (z) the Consolidated Leverage Ratio does not exceed 3.50 to 1.00 (determined on a pro forma basis as of the last day of the most recently ended month for which financial statements were required to have been delivered pursuant to Section 5.1); provided, further, so long as both before and after giving effect to each such Restricted Payment, the Consolidated Leverage Ratio does not exceed 3.00 to 1.00 (determined on a pro forma basis as of the last day of the most recently ended month for which financial statements were required to have been delivered pursuant to Section 5.1), then Restricted Payments permitted under this clause (ii) may exceed the Available Amount; (e) [Reserved] (f) Repurchases by Parent of Equity Interests of Parent from former employees, officers and directors (or any spouses, ex-spouses or estates of any of the foregoing) with respect to Equity Interests of Parent so long as the aggregate amount of all such repurchases does not exceed $10,000,000 since the Closing Date; provided, however, that, notwithstanding anything to the contrary in this Section 6.6, no Loan Party and no Material Subsidiary shall make any Restricted Payment on any preferred stock of any Loan Party or any Material Subsidiary other than pursuant to Section 6.6(d).

Restricted Payments. (a) The Borrower Company will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except Payments other than with respect to (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 Permitted Seller Debt (as defined in the aggregate in any fiscal year, Senior Credit Agreement) and (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments repurchases of management units pursuant to the terms and in accordance with stock option plans conditions of any employment agreements between the Company or other benefit plans for any of its Subsidiaries and the management or employees of the Borrower and Company or any of its Subsidiaries, . (ivb) Borrower The Company will not permit Sleepmaster or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower)Sleepmaster to, (v) Borrower directly or any Restricted Subsidiary may indirectly, make a Restricted Payment pursuant unless: (i) immediately before and immediately after giving effect to such proposed Restricted Payment on a Put Arrangementpro forma basis, no Default or Event of Default shall have occurred and be continuing and such Restricted Payment shall not be an event which is, or after notice or lapse of time or both, would be, an "event of default" under the terms of any Indebtedness of Sleepmaster or its Restricted Subsidiaries; (viii) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, immediately before and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments Payment on a pro forma basis, Sleepmaster could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under this clause the provisions described under Section 6.1 herein; and (vii)iii) after giving effect to the proposed Restricted Payment, the aggregate amount of all such Restricted Payments declared or made after the date of the Subordinated Notes Documents does not exceed the sum of: (A) 50% of the aggregate Consolidated Net Income of Sleepmaster accrued on a cumulative basis during the period beginning on the first day of Sleepmaster's Fiscal Quarter beginning after the date of the Subordinated Notes Documents and ending on the last day of Sleepmaster's last Fiscal Quarter ending prior to the date of the Restricted Payment (or, if such aggregate cumulative Consolidated Net Income shall be a loss, minus 100% of such loss); (B) the aggregate Net Cash Proceeds (including the Fair Market Value of property other than Cash, provided that such Fair Market Value is determined by the Board of Advisors of Sleepmaster in good faith and evidenced by a Board Resolution set forth in an officer's certificate delivered to the Lender and, if the Fair Market Value is in excess of $5 million, an opinion as to the value thereof issued by an investment banking firm of national standing, (a copy of which shall be delivered to the Lender), which opinion shall provide a specific value which, or a range of values the lowest point of which, is not lower than the value set forth in the Board Resolution; provided, further, that such property is related, ancillary or complementary to any business of Sleepmaster and its Restricted Subsidiaries) received after the date of the Subordinated Notes Documents by Sleepmaster either (1) as capital contributions in the form of common equity to Sleepmaster or (2) from the issuance or sale (other than to any of its Subsidiaries) of Qualified Capital Stock of Sleepmaster or any options, warrants or rights to purchase such Qualified Capital Stock of Sleepmaster (except, in each case, to the extent such proceeds are used to purchase, redeem or otherwise retire Capital Stock or Subordinated Indebtedness as set forth below in clause (ii) or (iii) of paragraph (c) below) (and excluding the Net Cash Proceeds from the issuance of Qualified Capital Stock financed, directly or indirectly, using funds borrowed from Sleepmaster or any Subsidiary until and to the extent such borrowing is repaid); (C) the aggregate Net Cash Proceeds (including the Fair Market Value of property other than Cash; provided, that such Fair Market Value is determined by the Board of Advisors of Sleepmaster in good faith and evidenced by a Board Resolution set forth in an officer's certificate delivered to the Lender and, if the Fair Market Value is in excess of $5 million, an opinion as to the value thereof issued by an investment banking firm of national standing (a copy of which shall be delivered to the Lender), which opinion shall provide a specific value which, or a range of values the lowest point of which, is not lower than the value set forth in the Board Resolution, and provided further, that such property is related, ancillary or complementary to any business of Sleepmaster and its Restricted Subsidiaries) received after the date of this Agreement by Sleepmaster (other than from any of its Subsidiaries) upon the exercise of any options, warrants or rights to purchase Qualified Capital Stock of Sleepmaster (and excluding the Net Cash Proceeds from the exercise of any options, warrants or rights to purchase Qualified Capital Stock financed, directly or indirectly, using funds borrowed from Sleepmaster or any Subsidiary until and to the extent such borrowing is repaid); (D) the aggregate Net Cash Proceeds received after the date of the Subordinated Notes Documents by Sleepmaster from the conversion or exchange, if any, of debt securities or Redeemable Capital Stock of Sleepmaster or its Restricted Subsidiaries into or for Qualified Capital Stock of Sleepmaster plus, to the extent such debt securities or Redeemable Capital Stock were issued after the date of the Subordinated Notes Documents, the aggregate of Net Cash Proceeds from their original issuance (and excluding the Net Cash Proceeds from the conversion or exchange of debt securities or Redeemable Capital Stock financed, directly or indirectly, using funds borrowed from Sleepmaster or any Subsidiary until and to the extent such borrowing is repaid); and (1) in the case of the disposition or repayment of any Investment constituting a Restricted Payment made after the date of the Subordinated Notes Document, an amount (to the extent not included in Consolidated Net Income) equal to the lesser of the return of capital with respect to such Investment and the initial amount of such Investment, in either case, less the cost of the disposition of such Investment and net of taxes, and (2) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary (as long as the designation of such Subsidiary as an Unrestricted Subsidiary was deemed a Restricted Payment), the Fair Market Value of Sleepmaster's interest in such Subsidiary provided that such amount shall not in any case exceed the amount of the Restricted Payment deemed made at the time the Subsidiary was designated as an Unrestricted Subsidiary. (c) Notwithstanding the foregoing, and in the case of clauses (ii) through (xi) below, so long as no Default or Event of Default is continuing or would arise therefrom, the foregoing provisions shall not prohibit the following actions (each of clauses (i) through (xi) being referred to as a "Permitted Payment"): (i) the payment of any dividend within 60 days after the date of declaration thereof, if at such date of declaration such payment was permitted by the provisions of paragraph (b) of this Section 6.3 and such payment shall have been deemed to have been paid on such date of declaration and shall not have been deemed a "Permitted Payment" for purposes of the calculation required by paragraph (b) of this Section 6.3; (ii) the repurchase, redemption, or other acquisition or retirement for value of any shares of any class of Capital Stock of Sleepmaster in exchange for (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which Cash is paid in lieu of the issuance of fractional shares or scrip), or out of the Net Cash Proceeds of a substantially concurrent issuance and sale for Cash (other than to a Subsidiary) of, other shares of Qualified Capital Stock of Sleepmaster; provided, that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from clause (iii)(B) of paragraph (b) of this Section 6.3; (iii) the repurchase, redemption, defeasance, retirement or acquisition for value or payment of principal of any Subordinated Indebtedness in exchange for, or in an amount not in excess of the Net Cash Proceeds of, a substantially concurrent issuance and sale for Cash (other than to any Subsidiary of Sleepmaster) of any Qualified Capital Stock of Sleepmaster; provided, that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from clause (iii)(B) of paragraph (b) of this Section 6.3; (iv) the refinancing of any Subordinated Indebtedness, including the repurchase, redemption, defeasance, retirement, acquisition for value or payment of principal of any Subordinated Indebtedness (other than Redeemable Capital Stock) through the substantially concurrent issuance of new Subordinated Indebtedness; provided, that any such new Subordinated Indebtedness (A) shall be in a principal amount that does not exceed the principal amount so refinanced (or, if such Subordinated Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration thereof, then such lesser amount as of the date of determination), plus the lesser of (1) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (2) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of Sleepmaster incurred in connection with such refinancing; (B) has an Average Life to Stated Maturity greater than the remaining Average Life to Stated Maturity of the Subordinated Indebtedness being refinanced; and (C) is expressly subordinated in right of payment to the Subordinated Notes at least to the same extent as the Subordinated Indebtedness to be refinanced; (v) the purchase or redemption of shares of Special Preferred Stock issued subsequent to the date of the Subordinated Notes Documents; provided, that immediately following such purchase or redemption the Consolidated Fixed Charge Coverage Ratio of Sleepmaster is not less than 2.0:1; (vi) the declaration or payment of dividends or other distributions, or the making of loans, to the Company for (A) reasonable and customary salary, bonus and other benefits payable to officers, employees and consultants of the Company consistent with past practice, (B) reasonable fees and expenses paid to members of the Board of Advisors of the Company consistent with past practice, (C) general corporate overhead expenses of the Company in the ordinary course of business consistent with past practice, (D) management, consulting or advisory fees paid to the Company to permit the Company to pay management, consulting or advisory fees, in each case, not to exceed $500,000 in any fiscal year, and (E) the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of the Company or Sleepmaster held by any member or former member of the Company's or Sleepmaster's (or any of the Sleepmaster's Restricted Subsidiaries') management pursuant to any management equity subscription agreement, securityholders agreement or unit option agreement, in each case as in effect as of the date of this Agreement; provided, (1) with respect to clauses (A) through (C) above in the aggregate, the aggregate amount paid does not exceed $500,000 in any Fiscal Year and (2) with respect to clause (E) above, the aggregate price paid shall not exceed (x) $2 million in any calendar year (with unused amounts in any one calendar year being carried over to the immediately succeeding calendar year subject to a maximum (without giving effect to clause (y)) of $5 million in any calendar year), plus (y) the Net Cash Proceeds contributed to Sleepmaster by the Company from any issuance or reissuance of Capital Stock by the Company to members of management of Sleepmaster and its Restricted Subsidiaries (provided that the Net Cash Proceeds contributed to Sleepmaster from the issuance of such shares of Capital Stock are excluded from clause (iii)(B) of paragraph (b) of this Section 6.3 to the extent used pursuant to this clause (vi)(E) of paragraph (c) of this Section 6.3) and the proceeds to Sleepmaster of any "key-man" life insurance policies; provided that the cancellation of Indebtedness owing to Sleepmaster from members of management of Sleepmaster or any Restricted Subsidiary in connection with such repurchase of Capital Stock will not be deemed to be a Restricted Payment; (vii) distributions to the Company of Tax Amounts with respect to such calendar year, which distributions or payments may be made from time to time with respect to a calendar year, based on reasonable estimates of such Tax Amounts, as are necessary in order for the Company to make estimated and final payments of income tax with respect to the Taxable Income of Sleepmaster with respect to such calendar year; provided, that in the event that the amounts which were actually distributed under this clause (vii) after September 30, 2000 does not with respect to such calendar year exceed the sum of (A) $60,000,000 plus (B) 50% of Borrowerrequired Tax Amounts with respect to such calendar year as determined by Sleepmaster's consolidated quarterly net income (if positive) for each calendar quarter ended during accountants, the applicable Calculation PeriodCompany shall promptly pay to Sleepmaster such excess; provided, plus (C) further, that all interest and principal payments, dividends, such distributions and other proceeds received by Borrower or any Restricted Subsidiary payments in respect of any Restricted Investment during a calendar year are made no later than 120 days after the applicable Calculation Period, plus end of such calendar year; (Dviii) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used abovethe declaration and payment of dividends on Redeemable Capital Stock issued on after the date of this Agreement, the applicable "Calculation Period" Incurrence of which satisfied the covenant set forth in the first paragraph of Section 6.1(b); (ix) repurchases of Capital Stock deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price thereof; (x) loans, advances, dividends or distributions from Sleepmaster to the Company in an amount equal to the current Cash interest payments then due on the Sleep Investor Promissory Notes as in effect on the Closing Date; provided, that with respect to a Restricted Payment means the period (taken as one accounting period) from any such loans, advances, dividends or distributions and after June 30giving effect thereto, 2000 the Consolidated Fixed Charge Coverage Ratio of Sleepmaster is not less than 2.0:1; and (xi) additional Restricted Payments, other than those listed above, not to and including exceed $5 million in the last day of aggregate while the fiscal quarter ended immediately preceding the date of such Restricted PaymentNote is outstanding.

Restricted Payments. (a) The Borrower will not, and ------------------- will shall not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except (iin each case of the following, except for clauses (a), (b), (d), and (g), solely to the extent of funds available in accordance with Section 2.16(i)(x)(A), Section 2.16(j)(i) and Section 2.16(m)): (a) the Borrower may, if permitted pursuant to Section 2.13(e)(i), make a Restricted Payment on the date of the funding of the applicable Incremental Term Loans; (b) the Borrower may make distributions for purposes of reimbursing Drawstop Equity Contributions following any Drawstop Period, to the extent of Drawstop Equity Contributions made during such Drawstop Period, from proceeds of any Term Loans made after such Drawstop Period, provided that to the extent any Drawstop Equity Contributions have been designated as Equity Commitment L/C Reducing Contributions and the Equity Commitment L/Cs have been reduced to account for such Equity Commitment L/C Reducing Contributions pursuant to Section 2.16(d)(ii), the Borrower shall only be entitled to make a distribution pursuant to this Section 7.07(b) to reimburse such Drawstop Equity Contribution if the Sponsors amend and increase an existing Equity Commitment L/C or provide an additional Equity Commitment L/C, in each case with a face value in an amount such that the aggregate face value of all Equity Commitment L/Cs is at least equal to the unfunded Minimum Equity Contribution Amount; (c) the Borrower may declare and pay dividends with respect make Restricted Payments solely to its capital stock not to exceed $10,000,000 Pledgor payable solely in the aggregate Equity Interests of Borrower; provided that any such Equity Interest shall be become Pledged Equity and that the Borrower shall promptly (and in no event no later than ten (10) days from such Restricted Payment, or confirmation in lieu thereof that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent) deliver to the Collateral Agent certificates, to the extent any fiscal yearsuch Equity Interest is certificated, representing Equity Interest accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, in the form delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent; (iid) Restricted Payments that are made in an amount equal to the amount of Excluded Proceeds previously received and the Borrower elects to apply under this clause (d); (e) to the extent constituting Restricted Payments, the Borrower and its Subsidiaries may declare enter into and pay dividends ratably with respect to their capital stockconsummate transactions expressly permitted by any provision of Section 7.03 (other than clause (c) of the definition of “Permitted Investments”, Section 7.03 or Section 7.08 (iiiother than Section 7.08(d)); (f) the Borrower may make Restricted Payments pursuant to and any direct or indirect parent of the Borrower, with respect to each taxable year ending after the Closing Date for which the Borrower is treated as a partnership or disregarded entity for U.S. federal income tax purposes, the payment of distributions to the Borrower’s equity owners in accordance with stock option plans or other benefit plans for management or employees an aggregate amount equal to the product of (A) the net taxable income of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stockthe taxable income of the Borrower directly or indirectly allocable to SMLP) for such taxable year, reduced by any cumulative and taxable loss of the Borrower with respect to all prior taxable years ending after the Closing Date to the extent such cumulative net taxable loss would have been deductible by the equity owners against such taxable income if such loss had been incurred in the taxable year in question (assuming that the equity owners have no items of income, gain, loss, deduction or credit other than through the Borrower) and has not previously been taken into account in determining Permitted Tax Distributions and (B) the assumed tax rate, which reflects the effective U.S. federal, state and local income tax rates actually applicable to direct or indirect equity owners of Borrower, other than public shareholders indirectly owning equity in the Borrower through SMLP for such taxable year (taking into account the tax status of such equity owners, any foreign tax credits or other available credits and the character of the taxable income in question (long-term capital gain, qualified dividend income, etc. and the deductibility of state and local income taxes for U.S. federal income tax purposes (and any applicable limitation thereon)); provided that immediately after giving effect to such Restricted Payments any distributions under this clause (vii), f) with respect to any such taxable year may be made in installments during the course of the taxable year using reasonable estimates of the anticipated aggregate amount of Restricted Payments made under this clause (vii) after September 30distributions for such taxable year, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment.with

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (ia) the Borrower may declare pay management fees or enter into or permit to exist any agreement or arrangement for the payment of management fees, so long as such fees are expressly subordinated to the Term Facility and pay dividends with respect to its capital stock not to so long as such management fees do not, in the aggregate, exceed $10,000,000 15,000,000 in any calendar year; (b) the Borrower may pay guarantee fees pursuant to guarantees permitted under Section 7.02(f), or enter into or permit to exist any agreement or arrangement for the payment of guarantee fees, so long as such fees are expressly subordinated to the Term Facility and so long as such guarantee fees do not, in the aggregate in aggregate, exceed $1,000,000 at any fiscal year, time; (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iiic) the Borrower may make Restricted Payments to allow Newsday Holdings LLC to pay taxes in an aggregate amount not to exceed the amount the Borrower would be obligated to pay if such Borrower were not a pass-through entity and were a taxpayer entity; (d) the Borrower may make the Distribution; (e) so long as immediately after giving pro forma effect to such Restricted Payment, (A) the Borrower shall be in pro forma compliance with the covenant set forth in Section 7.10 such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to and in accordance with stock option plans Section 6.01(a) or other benefit plans for management or employees (b) as though such Restricted Payment had been consummated as of the first day of the fiscal period covered thereby, and (B) the Borrower and its Subsidiariesshall have $25,000,000 of unrestricted cash available, the Borrower may make Restricted Payments from the Available Amount, less any Investments made pursuant to Section 7.03(i); and (ivf) the Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but an amount not limited to purchase of Equity Interests in Borrower), (v) Borrower or exceed $10,000,000 less any Restricted Subsidiary may make a Restricted Payment payments made pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentWorking Capital Adjustment.