Common use of Restricted Payments Clause in Contracts

Restricted Payments. Declare, order, pay or make any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) except that, without duplication: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests); (b) subject to compliance with the Approved Budget, the Borrower may make Restricted Payments: (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its Subsidiaries.

Restricted Payments. DeclareNo Covered Group Member shall, order, (i) declare or pay or make any Restricted Payment dividend (other than dividends payable solely in common stock Capital Stock of the Person making such dividend) except thaton, without duplicationor make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of any Capital Stock of any Covered Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Covered Group Member or (ii) optionally prepay, repurchase, redeem or otherwise optionally satisfy or defease with cash or Cash Equivalents any Indebtedness (other than any Permitted Indebtedness in accordance with this Agreement) (any such payment referred to in clauses (i) and (ii), a “Restricted Payment”), other than: (a) each Restricted Subsidiary may make Restricted Payments redemptions, acquisitions or the retirement for value or repurchases (or loans, distributions or advances to effect the Borrower and other Restricted Subsidiaries same) of the Borrower (and, in the case shares of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests); (b) subject to compliance with the Approved Budget, the Borrower may make Restricted Payments: (i) to (1) purchase its Equity Interests Capital Stock from present current or former officers, directors, employees or consultants of the Borrower or Subsidiary and employees, including upon the deathexercise of stock options or warrants for such Capital Stock, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any executive or employee savings or compensation plans, or, in each case to the extent applicable, their respective estates, spouses, former spouses or family members or other permitted transferees; (b) any Subsidiary by net exercise, net settlement, net withholding (including an Excluded Subsidiary) may make Restricted Payments to its direct parents or otherwise, to the Issuer or any Guarantor that is a Wholly Owned Subsidiary; (c) any JV Subsidiary may make Restricted Payments required or permitted to be made pursuant to the terms of any employee stock optionthe joint venture arrangements to holders of its Capital Stock, incentive stock or other equity-based plan or arrangementprovided that, the Issuer and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing DateSubsidiaries have received their pro rata portion of such Restricted Payments; (iid) Permitted Tax Distributions; (e) Restricted Payments to the Issuer’s direct or indirect parent the proceeds of which shall are to be used by a parent entity such Person to pay (i) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and expenses) incurred in the ordinary course of business in any fiscal year plus any of such Person, (ii) reasonable and customary indemnification claims made by directors or officers of the Borrower such Person attributable to the ownership or operations operation of the Issuer and its Restricted Subsidiaries; Subsidiaries and (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are amount due and payable by the parent Issuer or any of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or its Subsidiaries of the Borrower; provided that (x) the amount of dividends is permitted to be made paid by the Issuer and its Subsidiaries under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]Agreement; (f) [reserved]the Issuer may make Restricted Payments so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of such payment and (ii) immediately prior to and after giving effect to such Restricted Payment, the Consolidated Leverage Ratio shall be less than 3.00 to 1.00; and (g) subject to the prior written consent of the Required Lenders, the Borrower Issuer may make Restricted Payments consisting in respect of preferred Capital Stock of the cashless exercise of options and warrants of Issuer to the Equity Interests of the Borrower or any of its Subsidiariesholders thereof.

Restricted Payments. DeclareBorrower will not, orderand will not permit any of its Subsidiaries to, pay or make any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) except Payment; provided, that, without duplicationso long as it is permitted by law, and so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom: (a) Borrower and any of its Subsidiaries may make Restricted Payments permitted pursuant to Section 6.6(a); (i) each Subsidiary of a Loan Party may make Restricted Payments (other than in respect of Subordinated Indebtedness) to any Loan Party (and, if applicable, to other holders of its outstanding Equity Interests on a ratable basis), and (ii) each Subsidiary that is not a Loan Party may make Restricted Payments to the any Subsidiary, (c) Borrower and any of its Subsidiaries may declare and make dividend payments or other Restricted Subsidiaries distributions payable solely in the common stock or other common Qualified Equity Interests of such Person, (d) Borrower may make distributions to former employees, officers, or directors of Borrower (or any spouses, ex-spouses, or estates of any of the Borrower (and, in the case foregoing) on account of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner redemptions of Equity Interests of Borrower held by such Restricted Subsidiary based on its relative ownership interests Persons, provided, that the aggregate amount of such distributions made by Borrower during the term of this Agreement plus the amount of Indebtedness outstanding under clause (n) of the relevant class definition of Equity Interests);Permitted Indebtedness, does not exceed $5,000,000 in the aggregate, (be) subject to compliance with the Approved Budget, the Borrower may make Restricted Payments: (i) distributions to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, or directors and consultants of Borrower (or any spouses, ex-spouses, or estates of any of the Borrower or any Subsidiary by net exerciseforegoing), net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred solely in the ordinary course form of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course forgiveness of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers Indebtedness of such Persons owing to Borrower on account of repurchases of the Equity Interests of Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used held by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the BorrowerPersons; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded Indebtedness was incurred by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect Persons solely to acquire Equity Interests of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved];Borrower, (f) [reserved]; andBorrower may declare and pay dividends in accordance with Borrower’s historical dividend policy in an aggregate amount not to exceed $20,000,000 in any Fiscal Year, (g) subject Without limiting and in addition to the prior written consent of the Required Lendersexceptions permitted in clauses (a) through (f) above and clause (h) below, the Borrower may make Restricted Payments consisting so long as (i) at the time of such Restricted Payment, no Event of Default has occurred and is continuing or would result therefrom and (ii) Borrower demonstrates (x) that the cashless exercise Consolidated Leverage Ratio is not greater than 2.75 to 1.00 and (y) that the aggregate amount of options all cash and warrants Cash Equivalents of the Equity Interests Borrower and its Subsidiaries that are unrestricted and not subject to any Lien (other than a Lien in favor of the Borrower Agent or any Permitted Lien) plus availability under the Revolving Credit Facility is greater than $25,000,000, in each of clauses (x) and (y) calculated on a pro forma basis after giving effect to such Restricted Payment and any Indebtedness incurred in connection therewith, and (h) To the extent not otherwise permitted pursuant to this Section 6.7, Borrower and its SubsidiariesSubsidiaries may make additional Restricted Payments in an aggregate amount not exceeding $25,000,000 during the term of this Agreement, so long as Borrower demonstrates that they are in compliance with the financial covenants set forth in Section 7, calculated on a pro forma basis after giving effect to such Restricted Payment and any Indebtedness incurred in connection therewith.

Restricted Payments. DeclareEach Loan Party will not, orderand will not permit any of its Subsidiaries to, pay or make any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) except thatPayment; provided, without duplication:that so long as it is permitted by law, (a) each Restricted Subsidiary so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrowers and their Subsidiaries may make Restricted Payments distributions to Parent for the Borrower sole purpose of allowing Parent to, and other Restricted Subsidiaries Parent shall use the proceeds thereof solely to make distributions to former employees, officers, or directors of Parent (or any spouses, ex-spouses, or estates of any of the Borrower (and, in the case foregoing) on account of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner redemptions of Equity Interests of Parent held by such Restricted Subsidiary based on its relative ownership interests Persons; provided, that the aggregate amount of such redemptions made by Parent during the term of this Agreement plus the amount of Indebtedness outstanding under clause (l) of the relevant class definition of Equity Interests);Permitted Indebtedness, does not exceed $350,000 in the aggregate, (b) subject to compliance with the Approved Budgetso long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower Parent may make Restricted Payments: (i) distributions to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, or directors and consultants of Parent (or any spouses, ex-spouses, or estates of any of the Borrower or any Subsidiary foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Parent on account of repurchases of the Equity Interests of Parent held by net exercisesuch Persons; provided, net settlementthat such Indebtedness was incurred by such Persons solely to acquire Equity Interests of Parent, net withholding or otherwise, pursuant or (c) Parent’s Subsidiaries may make distributions to Parent (i) in an amount sufficient to pay franchise taxes and other fees required to maintain the legal existence of the Loan Parties and their Subsidiaries to the terms of any employee stock optionextent actually used by Parent to pay such taxes, incentive stock or other equity-based plan or arrangementcosts and expenses, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity in an amount sufficient to pay its operating out-of-pocket legal, accounting and filing costs and other expenses incurred in the nature of overhead in the ordinary course of business of the Loan Parties and other corporate overhead costs and expenses (including administrativetheir Subsidiaries, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course case of business clause (ii) in an aggregate amount not to exceed $3,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiariesyear. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its Subsidiaries.

Restricted Payments. DeclareDeclare or make, orderdirectly or indirectly, pay or make any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) except thatPayment, without duplicationexcept: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower Company and to other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, Company and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its their relative ownership interests of the relevant class of Equity Interests); (b) subject to compliance with the Approved BudgetHoldings, the Borrower Company and each Restricted Subsidiary may declare and make dividend payments or other distributions to the extent payable in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03 or such dividend payments or distributions that would cause a Change of Control) of such Person; (c) Restricted Payments made to consummate the Transaction; (d) to the extent constituting Restricted Payments, Holdings, the Company and the Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.04 or 7.08; (e) repurchases of Equity Interests in Holdings, the Company or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (f) Holdings may pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Holdings (or of any such parent of Holdings) by any future, present or former employee or director of Holdings (or any direct or indirect parent 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 or any agreement (including any stock subscription or shareholder agreement) with any employee or director of Holdings or any of its Subsidiaries; provided that the aggregate amount of payments under this clause (f) shall not exceed $16,000,000 in any fiscal year of the Company; (g) the Company and its Restricted Subsidiaries may make Restricted PaymentsPayments to Holdings: (i) the proceeds of which will be used to pay (1or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) purchase the tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns for the relevant jurisdiction of Holdings (or such parent) attributable to Holdings, the Company or its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing DateSubsidiaries; (ii) the proceeds consisting of Permitted Holdings Distributions plus an additional amount of $500,000 per fiscal year (which amount shall be used by a parent entity available only to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third partiesHoldings Operating Expenses), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower Holdings to pay franchise make Restricted Payments permitted by Section 7.06(c), (d) or similar taxes and other fees and expenses required to maintain its corporate existence(f); (iv) to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Company or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Company or its Restricted Subsidiaries in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Section 6.10; (h) so long as immediately before and after giving effect to any such Restricted Payment, no Default shall have occurred and be continuing or would result therefrom, the Company may make additional Restricted Payments to Holdings the proceeds of which shall may be used utilized by Holdings to pay customary salarymake additional Restricted Payments, bonus and other benefits payable in an aggregate amount not to officers and employees exceed the sum of (i) $100,000,000 plus (ii) the aggregate amount of the Borrower Net Cash Proceeds of Permitted Equity Issuances after the Closing Date (other than Permitted Equity Issuances made pursuant to Section 8.05) that have been contributed to the Company as common equity and Not Otherwise Applied plus (iii) if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such Restricted Payment) the Total Leverage Ratio is less than 4.00:1.00, the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied; (i) so long as immediately before and after giving effect to any such Restricted Payment, no Default shall have occurred and be continuing or would result therefrom, the Company may make additional Restricted Payments in cash to Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments in cash if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such Restricted Payment) the Total Leverage Ratio is less than 4.00:1.00; (j) Holdings may declare and pay dividend payments or other distributions in respect of (i) Holdings Senior PIK Preferred to the extent such salaries, bonuses payable in additional shares of Holdings Senior PIK Preferred or accrued and other benefits are attributable added to the ownership liquidation preference thereof and (ii) Holdings Junior PIK Preferred to the extent payable in additional shares of Holdings Junior PIK Preferred or operations of its Restricted Subsidiariesaccrued and added to the liquidation preference thereof; and (vk) the Company may (i) declare and pay regular quarterly dividends required pursuant to allow any parent entity the terms of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) Company Preferred Stock and (B) the actual Tax liability of the Borrower for such taxable period, (yii) to the extent that such Taxes are attributable to Subsidiaries any holder of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority Company Preferred Stock exercises appraisal rights in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount its shares of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent Company Preferred Stock as a result of the Required LendersTransaction, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its Subsidiariespay amounts required to be paid with respect thereto.

Restricted Payments. DeclareEach Loan Party will not, orderand will not permit any of its Subsidiaries to, pay or make any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) Payment, except that, without duplication: (a) Parent may redeem or repurchase Equity Interests of Parent from employees, directors and former employees and directors of Parent in connection with share purchase programs, including amounts for the payment of taxes related thereto, (i) in an aggregate amount of all such redemptions or repurchases and payments in respect of taxes made pursuant to this Section 6.7(a) in any fiscal year not to exceed $5,500,000; provided, however, that any repayments, repurchases, or redemptions in connection with the shares currently in the amount of $2,500,000 held by Wilmington Trust, N.A. (acting in its capacity as escrow agent under the Escrow Agreement, dated the Closing Date, among the Parent, Workforce Solutions Group, Inc. and Wilmington Trust, N.A.) to cover any potential litigation or expenses arising out of or relating to non-competition issues shall be excluded from the foregoing limitation, or (ii) in an unlimited amount so long as after giving effect to any such redemption or repurchase, or payment in respect of taxes, on a pro forma basis, each Restricted Subsidiary of the Payment Conditions is satisfied, (b) Parent’s Subsidiaries may make distributions to Parent, (c) each Loan Party and its Subsidiaries may pay dividends solely in shares of any class of its Qualified Equity Interests, (d) redemptions or repurchase of Equity Interests of any Loan Party and its Subsidiaries made solely in shares of any class of its Qualified Equity Interests, (e) each Loan Party and its Subsidiaries may make Restricted Payments to the Borrower and other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests);Loan Party, and (bf) subject to compliance with the Approved Budget, the Borrower each Loan Party and its Subsidiaries may make Restricted Payments: (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as Payments in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business an aggregate amount in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers not to exceed $25,000,000, provided, that as of the Borrower attributable to the ownership or operations date of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes any such payment and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salaryafter giving effect thereto, bonus and other benefits payable to officers and employees each of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that Payment Conditions is directly attributable to the ownership or operations of the Borrower and its Subsidiariessatisfied. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its Subsidiaries.

Restricted Payments. DeclareNone of Holdings, the Parent Borrower or any other Restricted Subsidiary will, directly or indirectly, declare, order, pay pay, make or set apart any sum or Property for any Restricted Payment, return any capital to its stockholders or make any Restricted Payment (other than dividends payable solely in common stock distribution of the Person making such dividend) except thatits assets to its stockholders, without duplicationexcept: (a) each Any Restricted Subsidiary may make Restricted Payments to the Parent Borrower and or any other Restricted Subsidiaries of the Borrower Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Restricted Wholly-Owned Subsidiary, to the Borrower, Parent Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests Capital Securities of such Restricted Subsidiary based on its their relative ownership interests of the relevant class of Equity Interestsinterests);. (b) subject to compliance with Holdings and the Approved Budget, the Parent Borrower may make Restricted Payments: (i) payments to (1) purchase or on behalf of Holdings in an amount sufficient to pay, to the extent actually used by Holdings or its Equity Interests from present direct or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individualindirect parent company to pay, (2A) purchasefranchise taxes, redeem costs, expenses and other fees required to maintain the legal existence of Holdings or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower its direct or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, indirect parent company and (3B) consummate ordinary course net settlements made pursuant to its equity incentive program as out-of-pocket legal, accounting and filing costs and other expenses in effect on the Closing Date; (ii) the proceeds nature of which shall be used by a parent entity to pay its operating expenses incurred overhead in the ordinary course of business and other corporate overhead costs and expenses (including administrativeof Holdings or its direct or indirect parent company, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course case of business clauses (A) and (B) in an aggregate amount not to exceed $2.0 million in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiariesyear. (c) [reserved];Holdings, the Parent Borrower or any other Restricted Subsidiary may purchase the Capital Securities of the Parent Borrower or any other Restricted Subsidiary. (d) So long as no Default exists, the Parent Borrower may make payments to Holdings or its direct or indirect parent company to permit Holdings or its direct or indirect parent company, and Holdings or its direct or indirect parent company may make subsequent use of such payments, to repurchase or redeem Qualified Capital Stock of Holdings or its direct or indirect parent company held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of any Company, upon their death, disability, retirement, severance or termination of employment or service; provided that (x) to the extent such redemptions and payments are required under any Franchise Agreement, there shall not be any limit on such redemption and payments and (y) except as otherwise provided in clause (x), the aggregate consideration paid for all such redemptions and payments shall not exceed $2.0 million in any taxable period for which fiscal year. (e) Holdings, the Parent Borrower and each other Restricted Subsidiary may declare and make dividend payments or any Subsidiaries other distributions payable solely in the Capital Securities (other than Disqualified Capital Stock) of such Person. (f) [Reserved]. (g) Holdings and the Parent Borrower may make Restricted Payments in an amount equal to the Available Amount at such time the Leverage Ratio at the end of the most recently ended Test Period is less than or equal to 4.00:1.00 on a Pro Forma Basis and no Default has occurred and is continuing. (h) Holdings and the Parent Borrower are members of a consolidated, combined, unitary, may make Restricted Payments to Holdings or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower that are used by Holdings or any Subsidiary is the common parent, the Borrower such parent company to satisfy its obligations pursuant to its Organizational Documents and the Borrower’s Subsidiaries may make dividends or other distributionsAcquisition Agreement, directly or indirectlyin each case, as in effect on the Original Closing Date with respect to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any indemnifying its direct or indirect parent company company, managing member, officers and directors, with respect to liabilities incurred in performing work for the benefit of the BorrowerParent Borrower and the other Restricted Subsidiaries, and reimbursing its members for income tax liabilities. (i) to permit the parent For any taxable period for which Parent Borrower is a member of the Tax Group to pay any consolidated, combined or similar income Taxes tax group of such Tax Group that are due and payable by the which Holdings or a direct or indirect parent of such Holdings is the common parent (a “Tax Group for such taxable periodGroup”), but only Parent Borrower may make payments to Holdings, and Holdings may make payments to its direct or indirect parent, in an amount equal to the extent portion of the Tax Group’s consolidated, combined or similar income tax liability attributable to the Holdings, Parent Borrower and/or Parent Borrower’s Subsidiaries of (less any such taxes payable directly by Holdings, Parent Borrower or the Parent Borrower’s Subsidiaries (as applicable)); provided that (x) the amount of dividends no distribution shall be permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries in respect of the Borrower had the Borrower and/or such Subsidiaries income of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) any Unrestricted Subsidiary except to the extent that such Taxes are attributable Unrestricted Subsidiary makes cash distributions to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Parent Borrower or any of its Subsidiariesthe other Restricted Subsidiaries for such purpose.

Restricted Payments. Declare, order, pay Declare or make any Restricted Payment distributions, dividend, payment or other distribution of assets, properties, cash, rights, obligations or securities (other than dividends payable solely in common stock collectively, “Distributions”) on account of the Person making such dividend) any of its Equity Interests, as applicable, or purchase, redeem or otherwise acquire for value any of its Equity Interests, as applicable, or any warrants, rights or options to acquire any of its Equity Interests, now or hereafter outstanding (collectively, “Purchases”), except that, without duplication: (a) each Restricted Subsidiary Credit Party may make Restricted Payments pay cash Distributions to the any Borrower and other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, or any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests)Guarantor; (b) subject to compliance with each Credit Party may declare and make Distributions payable in the Approved Budget, the Borrower may make Restricted Payments: (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individualCredit Party, (2) purchase, redeem or otherwise acquire any provided that the issuance of such Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to does not otherwise violate the terms of any employee stock option, incentive stock this Agreement and no Default or other equity-based plan Event of Default has occurred and is continuing at the time of making such Distribution or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on would result from the Closing Datemaking of such Distribution; (iic) Parent may make Distributions consisting of repurchases of Equity Interests deemed to occur upon the proceeds non-cash exercise of which shall be used by stock options and warrants; (d) each of the Credit Parties may make Distributions (directly or indirectly) to LFG Acquisition Holdings LLC (f/k/a parent Rice Acquisition Holdings LLC) to allow such entity to make Permitted Tax Distributions; (e) each Credit Party may make Distributions (directly or indirectly) to Parent or any direct or indirect holders of the Equity Interests of Parent to allow such Persons to pay its operating administrative and overhead expenses incurred allocable to such Credit Party (including franchise and similar Taxes) in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]operations; (f) [reserved]; and (g) subject Parent may make Distributions to the prior written consent former employees, officers, or directors of the Required LendersParent (or any spouses, the Borrower may make Restricted Payments consisting ex-spouses, or estates of any of the cashless exercise foregoing), solely in the form of options and warrants forgiveness of Debt of such Persons owing to Parent on account of repurchases of the Equity Interests of Parent held by such Persons; provided, that (i) such Debt was incurred by such Persons solely to acquire Equity Interests of Parent and (ii) either (x) the Borrower proceeds of such Debt were contributed back into Parent as a cash equity contribution or (y) the aggregate amount of proceeds of such Debt that were not contributed back into Parent as a cash equity contribution shall not exceed $5,000,000 during the term of this Agreement; (g) Parent may make Distributions to former employees, officers, or directors of Parent (or any spouses, ex-spouses, or estates of its Subsidiariesany of the foregoing) on account of redemptions of Equity Interests of Parent held by such Persons; provided, that the aggregate amount of such redemptions made by Parent plus the amount of Debt outstanding under Section 8.1(k), does not exceed $5,000,000 in the aggregate in any Fiscal Year; and (h) At any time after the second anniversary of the Effective Date, the Credit Parties may make (i) Distributions up to $30,000,000 in the aggregate in any Fiscal Year, and (ii) additional Distributions if, after giving effect to such Distributions on a pro forma basis, the Consolidated Total Leverage Ratio of the Credit Parties as of the most recently ended Applicable Measuring Period is equal to or less than 2.50 to 1.00, provided that, in each case under this clause (h), (x) the Agent shall have received a Cash Certification and (y) both immediately prior and after giving effect to any such Distribution, no Event of Default shall have occurred and be continuing.

Restricted Payments. Declare(a) The Borrower shall not, orderand shall not permit any Restricted Subsidiary to, pay declare or make any Restricted Payment (other than dividends payable solely in common stock of on or after the Person making such dividend) Third Amendment and Restatement Effective Date, except that, without duplication: (ai) each any Restricted Subsidiary may declare and make Restricted Payments to the Borrower and or any other Restricted Subsidiaries of the Borrower (andSubsidiary, but in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary that is not a Wholly Owned Subsidiary, to such Restricted Payment is made on a pro rata basis among equity holders holding the Borrower, any other Restricted Subsidiary and to each other owner same series of Equity Interests in respect of which such Restricted Subsidiary based Payment was made, subject to any tax-related adjustment as set forth in its charter or similar documents or agreements binding on its relative ownership interests of the relevant class of Equity Interests)such Restricted Subsidiary; (b1) subject to compliance with the Approved Budget, the Borrower may make Restricted Payments: (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire or retire for value any of its Equity Interests from employees, 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 in an amount not to exceed $5,000,000 in any Fiscal Year (with unused amounts in such Fiscal Year permitted to be carried over into succeeding Fiscal Years); and consultants (2) the Borrower may repurchase any of its Equity Interests deemed to occur upon cashless exercise of stock options or warrants held by officers, directors or employees or former officers, directors or employees (or their estates or beneficiaries under their estates) if such Equity Interests represent a portion of the Borrower exercise price, or any Subsidiary by net withholding taxes payable in connection with the exercise, net settlement, net withholding of such options or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiarieswarrants; (iii) the proceeds Borrower may, in connection with the payment of which shall be used by the Borrower to a dividend on its shares of common stock that is payable in additional shares of such common stock, pay franchise or similar taxes and other fees and expenses required to maintain its corporate existencecash in lieu of delivering fractional shares of such common stock; (iv) the proceeds Borrower may make additional Restricted Payments in an aggregate amount not to exceed, together with the aggregate amount of which shall be used prepayments of Junior Debt made pursuant to pay customary salarySection 7.12(i)(I), bonus the greater of (x) $175,000,000 and other benefits payable to officers and employees (y) 4.50% of Consolidated Total Assets determined as of the date of the most recent Restricted Payment made in reliance on this clause (iv); (v) the Borrower may redeem in whole or in part any of its Equity Interests for another class of its Equity Interests or rights to acquire its Equity Interests or with proceeds from substantially concurrent issuances of its Qualified Equity Interests; provided that any terms and provisions material to the extent interests of the Lenders, when taken as a whole, contained in such salaries, bonuses and other benefits class of Equity Interests are attributable at least as advantageous to the ownership Lenders as those contained in the Equity Interests redeemed thereby; (vi) Restricted Payments to consummate the Transactions; (vii) the payment of any dividend or operations distribution within 60 days after the date of its Restricted Subsidiariesdeclaration thereof, if at the date of declaration (x) such payment would have complied with the provisions of this Agreement and (y) no Default occurred and was continuing; (viii) the payment of dividends in an amount not to exceed $50,000,000 in any Fiscal Year (with unused amounts in any Fiscal Year permitted to be carried over to succeeding Fiscal Years, but subject to a maximum of $60,000,000 in any Fiscal Year); and (vix) if the Available Amount Conditions have been met, additional Restricted Payments may be made in an amount up to allow any parent entity the Available Amount (determined, with respect to each such Restricted Payment made in reliance on this clause (ix), solely as of the Borrower date it is made); provided that Restricted Payments may be declared and made pursuant to pay fees clause (ii), (iii), (iv), (viii) or (ix) only if at the time of, and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of after giving effect to, the Borrower that is directly attributable to the ownership or operations of the Borrower Restricted Payment, no Default shall have occurred and its Subsidiariesbe continuing. (cb) [reserved]; (d) The Borrower will not, and will not permit any Restricted Subsidiary to, furnish any funds to or make any Investment in an Unrestricted Subsidiary or other Person for purposes of enabling it to make any taxable period for which Restricted Payment that could not be made directly by the Borrower or any Subsidiaries a Restricted Subsidiary in accordance with the provisions of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its SubsidiariesSection.

Restricted Payments. DeclareDeclare or pay any dividend or other distribution, orderdirect or indirect, pay on account of any Equity Interests of any Loan Party or any of its Subsidiaries, now or hereafter outstanding, (ii) make any Restricted Payment repurchase, redemption, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interests of any Loan Party or any direct or indirect parent of any Loan Party, now or hereafter outstanding, (other than dividends payable solely in common stock of iii) make any payment to retire, or to obtain the Person making such dividend) except that, without duplication: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrowersurrender of, any outstanding warrants, options or other Restricted Subsidiary and to each other owner rights for the purchase or acquisition of shares of any class of Equity Interests of such Restricted Subsidiary based on any Loan Party, now or hereafter outstanding, (iv) return any Equity Interests to any shareholders or other equityholders of any Loan Party or any of its relative ownership interests Subsidiaries, or make any other distribution of the relevant class property, assets, shares of Equity Interests); , warrants, rights, options, obligations or securities thereto as such or (bv) subject to compliance with pay any management, consulting, monitoring or advisory fees or any other fees, bonuses or expenses (including the Approved Budget, the Borrower may make Restricted Payments: (ireimbursement thereof by any Loan Party or any of its Subsidiaries) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants any of the Borrower shareholders or Subsidiary upon the death, disability or termination other equityholders of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower Loan Party or any Subsidiary by net exercise, net settlement, net withholding of its Subsidiaries or otherwise, other Affiliates other than (A) cash bonuses and other cash or equity incentive compensation pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred Company’s compensation programs in the ordinary course of business business, (B) shares, commissions, bonuses and other corporate overhead costs and compensation arrangements with employees of the Company in the ordinary course of business, (C) reimbursement of expenses (including administrative, legal, accounting and similar expenses provided incurred by third parties), which are reasonable and customary and incurred employees in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers accordance with the reimbursement policies of the Company, and (D) the payment of directors’ fees and reimbursement of expenses to independent members of the Board of Directors in accordance with the Company’s compensation programs, or to any other Subsidiaries or Affiliates of any Loan Party; provided, however, (v) any Subsidiary of any Borrower attributable may pay dividends (or make other distributions or payments) to such Borrower and its domestic Subsidiaries, (w) the ownership Company may pay dividends in the form of common Equity Interests, (x) the Company and its Subsidiaries may make any payments expressly permitted under Section 7.02(j), (y) so long as no Event of Default has occurred and is continuing, the Company and its Subsidiaries may repurchase shares of outstanding Equity Interests issued pursuant to any employee incentive, stock option or operations other benefit plan in an amount not to exceed $250,000 in any Fiscal Year and (z) the Company may repurchase shares of its Restricted Subsidiaries; outstanding Equity Interests of the Company so long as (iii1) such dividend or other distribution is not funded directly with the proceeds of which any Delayed Draw Term Loans, (2) after giving effect to any such dividend or other distribution, the Loan Parties shall have Qualified Cash of not less than $30,000,000, (3) after giving effect to such dividend or other distribution and the incurrence of any Indebtedness incurred in connection therewith, the Company shall (x) be used by in compliance on a pro forma basis with the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) covenants set forth in Section 7.03 recomputed for the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees most recently ended quarter of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period Company for which the Borrower Agents and Lenders have received financial statements under Section 7.01(a) at the time such transaction (or any Subsidiaries series of transactions) and for the Borrower are members immediately succeeding four fiscal quarter period following the completion of such transaction or series of transactions and (y)(I) have a consolidatedNet Leverage Ratio of less than 1.25 to 1 or (II) Net Debt is less than zero, combined(4) the aggregate consideration (including all transaction costs, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends Indebtedness or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make liabilities incurred in connection therewith) paid in connection with all such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(dclause (z), together with all amounts paid in connection with (i) for any taxable period all Permitted Intellectual Property Investments, and (ii) all Permitted Acquisitions, together, shall not exceed $75,000,000 in the lesser aggregate during the term of this Agreement, and (A5) the amount of Loan Parties and their Subsidiaries are in compliance with the other conditions set forth in this Agreement with respect to such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (payment or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refunddistribution; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its Subsidiaries.

Restricted Payments. DeclareThe Borrower shall not, ordernor shall it permit any of its Restricted Subsidiaries to, (i) declare or pay any dividends on or make any Restricted Payment other distributions in respect of any class or series of its Equity Interests or (other than dividends payable solely in common stock ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its Equity Interests or any warrants, options, or similar instruments to acquire the Person making such dividend) except thatsame (all the foregoing, without duplication“Distributions”); provided, however: (a) each Restricted any Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries of the Borrower may make Distributions to its parent company (and, in the case of a Restricted Payment by a non-wholly owned Restricted any non‑Wholly‑owned Subsidiary, pro rata to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary its parent companies based on its their relative ownership interests of in the relevant class of Equity Interestsequity receiving such Distribution); (b) subject to compliance with the Approved Budgetso long as no Event of Default has occurred, is continuing or would result therefrom, the Borrower may make Restricted Payments: redeem, acquire, retire or repurchase (iand the Borrower may declare and pay Distributions, the proceeds of which are used to so redeem, acquire, retire or repurchase and to pay withholding or similar tax payments that are expected to be payable in connection therewith) to (1) purchase its Equity Interests from present (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Distributions to allow any of the Borrower’s direct or indirect parent companies to so redeem, retire, acquire or repurchase their equity) held by current or former officers, directorsmanagers, consultants, directors and employees (or consultants their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Borrower (or any direct or indirect parent thereof) and its Restricted Subsidiaries, with the Borrower or Subsidiary proceeds of Distributions from, seriatim, the Borrower, upon the death, disability disability, retirement or termination of employment of any such Person or services otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement; provided that the aggregate amount of Distributions made pursuant to this Section shall not exceed $40.0 million in any fiscal year; provided further that (x) such individualamount, if not so expended in the fiscal year for which it is permitted, may be carried forward for Distributions in the next two (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, fiscal years and (3y) consummate ordinary course net settlements Distributions made pursuant to its equity incentive program this clause (b) during any fiscal year shall be deemed made first in respect of amounts permitted for such fiscal year as provided above, second in effect on respect of amounts carried over from the Closing Datefiscal year two (2) years prior to such date pursuant to clause (x) above and third in respect of amounts carried over from the immediately preceding fiscal year prior to such date pursuant to clause (x) above; (iic) the Borrower may repurchase Equity Interests (or pay Distributions to permit any direct or indirect parent to repurchase Equity Interests) upon exercise of options or warrants if such Equity Interest represents all or a portion of the exercise price of such options or warrants; (d) the Borrower may pay Distributions, the proceeds of which shall be used by a to allow any direct or indirect parent entity of Borrower to pay (A)(w) its operating expenses incurred in the ordinary course of business and business, (x) other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in business, (y) fees and expenses related to any fiscal year plus debt or equity offering, investment or acquisition permitted hereunder (whether or not successful) and (z) any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership (or operations of its Restricted Subsidiaries; any parent thereof), in each case under this clause (iiiA) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits that are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. Restricted Subsidiaries and (cB) [reserved]other operating expenses and corporate overhead costs and expenses in an aggregate amount not to exceed $6.0 million in any fiscal year of the Borrower; (de) for the Borrower may make Distributions to Holdco in an amount sufficient to permit Holdco to make the Quarterly Distributions in the amount set forth in the Holdco LLC Agreement; (f) the Borrower may make Distributions in an aggregate amount not to exceed (x) so long as (A) no Event of Default has occurred, is continuing or would result therefrom and (B) the Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 6.22; provided that clauses (A) and (B) shall not prohibit Distributions within 60 days after the date of declaration thereof, if on the date of declaration the Distribution would have complied with clauses (A) and (B), the greater of $300.0 million and 4.0% of Consolidated Total Assets (measured as of the date of such Distribution and based upon the financial statements most recently delivered on or prior to such date pursuant to Section 6.1, but giving effect to any taxable period for which Specified Transaction occurring thereafter and on or prior to the date of determination) minus any amounts of intercompany advances pursuant to Section 6.17(u) pertaining to this clause (f)(x) plus (y) the Growth Amount at the time such Distribution is made (so long as in the case of any Distributions made in reliance on clause (a)(i) of the definition of Growth Amount (i) no Default or Event of Default has occurred, is continuing or would result therefrom and (ii) the Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such Distribution, is in compliance with the applicable Leverage Ratio set forth in Section 6.22; provided that clauses (i) and (ii) shall not prohibit Distributions within 60 days after the date the date of declaration thereof, if on the date of declaration the Distribution would have complied with clauses (i) and (ii)); (g) the Borrower may make Distributions to (i) redeem, repurchase, retire or otherwise acquire any (A) Equity Interests (“Treasury Capital Stock”) of the Borrower or any Subsidiaries Subsidiary or (B) Equity Interests of the Borrower are members any direct or indirect parent company of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, in the case of each of subclause (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Subsidiary) of, Equity Interests of the Borrower, or any direct or indirect parent company of the Borrower or any Subsidiary is to the common parent, extent contributed to the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to capital of the Borrower or any Subsidiary (“Refunding Capital Stock”) and (ii) declare and pay dividends on the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower may or a Subsidiary) of the Refunding Capital Stock; (h) Distributions the proceeds of which will be used to make such dividends cash payments in lieu of issuing fractional Equity Interests in connection with the exercise of warrants, options or other distributions securities convertible or exchangeable for Equity Interests of the Borrower (or its direct or indirect parent) in an amount not to exceed $0.2 million in any fiscal year; (i) to the extent constituting a Distribution, transactions permitted by Section 6.11 and 6.16; (j) Distributions by the Borrower (or to any direct or indirect parent company to fund a Distribution) of up to 6% of the Borrowernet cash proceeds received by (or contributed to the capital of) to permit the parent of Borrower in or from any Qualified Public Offering; (k) the Borrower may make payments in connection with the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the BorrowerReceivable Agreements; provided that (A) no Event of Default shall have occurred and be continuing or would result therefrom (provided that, notwithstanding the occurrence of an Event of Default, such payments shall be authorized if either (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of Termination Date has occurred or (Ay) the amount Required Lenders shall have waived such Event of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax GroupDefault) and (B) the actual Tax liability of Borrower shall be in compliance, on a Pro Forma Basis, with the Borrower for such taxable periodcovenants set forth in Section 6.22; (l) Distributions to Holdco or any direct or indirect parent thereof to fund payments required under any arrangements, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority agreements or plans in respect of any amounts paid pursuant to this Distributions permitted under Section 6.4(d6.18(b), (c) and (h) or withholding obligations in respect of any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refundDistributions permitted hereunder; (em) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of payments in connection with any tax receivable agreement with terms similar to those under the cashless exercise of options and warrants of the Equity Interests of Mercury TRA that are entered into by Vantiv, Holdco, the Borrower or any of its SubsidiariesRestricted Subsidiaries and the sellers with respect to any permitted Acquisition entered into by the Borrower or any of its Restricted Subsidiaries after the Restatement Effective Date; provided that (A) no Event of Default shall have occurred and be continuing or would result therefrom (provided that, notwithstanding the occurrence of an Event of Default, such payments shall be authorized if either (x) the Termination Date has occurred or (y) the Required Lenders shall have waived such Event of Default) and (B) the Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 6.22; (n) so long as (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) the Senior Secured Leverage Ratio does not exceed 4.80:1.00 (calculated on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b)) after giving effect thereto, the Borrower may make additional Distributions; provided that clauses (i) and (ii) shall not prohibit Distributions within 60 days after the date the date of declaration thereof, if on the date of declaration the Distribution would have complied with clauses (i) and (ii); and (o) Distributions in connection with Share Repurchases in an aggregate amount not to exceed $200.0 million.

Restricted Payments. Declare, order, pay Declare or make any Restricted Payment or incur any obligation (other than dividends payable solely in common stock of the Person making such dividendcontingent or otherwise) except that, without duplicationto do so except: (a) each Restricted a Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Loan Party may declare and pay dividends ratably with respect to such Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of ’s Equity Interests); (b) subject to compliance with the Approved Budget, the Borrower Borrowers and other Loan Parties may make Restricted Payments: (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire not exceeding $2,000,000 during any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, Fiscal Year pursuant to the terms of any employee and in accordance with stock option, incentive stock option plans or other equity-based plan benefit plans for management or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries.Borrowers; (c) [reserved]Borrowers may make any “net down payments” involving the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrowers held by any employee in connection with vesting of equity awards, in order to satisfy any tax withholding obligations; (d) Borrowers may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrowers held by any taxable period for which the Borrower future, present or former employee, officer, director, manager or consultant (or any Subsidiaries spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”foregoing) of which such Loan Party or make Restricted Payments in the Borrowerform of distributions to allow the Borrowers to pay principal or interest on promissory notes that were issued to any future, present or former employee, officer, director, manager or consultant (or any direct spouses, former spouses, successors, executors, administrators, heirs, legatees or indirect parent company distributees of any of the Borrower or any Subsidiary is foregoing) of such Borrowers in lieu of cash payments for the common parentrepurchase, the Borrower and the Borrower’s Subsidiaries may make dividends retirement or other distributions, directly acquisition or indirectly, to the Borrower or any Subsidiary (and the Borrower may make retirement for value of such dividends or other distributions to any direct or indirect parent company Equity Interests of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of Borrowers held by such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the BorrowerPersons; provided that (x) the aggregate amount of dividends permitted Restricted Payments pursuant to be made under this Section 6.4(dclause (d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund$1,000,000; (e) [reserved]So long as there exists no Default or Event of Default, Borrowers may pay dividends or make distributions to its shareholders or members, as applicable, in an aggregate amount not greater than the amount necessary for such shareholders or members to pay their actual state and United States federal income tax liabilities in respect of income earned by Loan Parties after deducting any unused prior losses; (f) [reserved]Borrowers may pay management fees pursuant to the Management Services Agreement as long as no Default or Event of Default exists or would result therefrom and Borrowers have cash, Cash Equivalents and/or unused availability under the Revolving Credit Facility of at least $20,000,000 in the aggregate after giving effect to such payment; (g) Borrowers may declare and make dividend payments or other Restricted Payments payable solely in the form of common Equity Interests of such Person; and (gh) subject Borrowers may make any other Restricted Payments, provided, that (i) at the time when any such Restricted Payment is to be made, no Default or Event of Default exists or would result therefrom and (ii) after giving effect to the prior written consent making of such Restricted Payment, Borrowers would be in compliance with the requirements of Section 9.16, on a pro forma basis, determined as of the Required Lenderslast day of the last Fiscal Quarter of Borrowers for which Borrowers have provided financial statements and the corresponding Compliance Certificate to the Administrative Agent and Lenders as if such Restricted Payment had been paid during such Fiscal Quarter, and a Responsible Officer of Borrowers shall have certified to the Borrower may make Administrative Agent and Lenders as to compliance with the preceding clause (ii) in a certificate attaching calculations; provided further that such certificate shall not be required with respect to Restricted Payments consisting made pursuant to a share repurchase program approved by the board of directors (or other governing body) of the cashless exercise of options and warrants of the Equity Interests of the Borrower Borrowers (or an extension/increase to any of its Subsidiariesexisting program).

Restricted Payments. DeclareDeclare or pay any dividend or other distribution, orderdirect or indirect, pay on account of any Equity Interests of any Loan Party or any of its Subsidiaries, now or hereafter outstanding, (ii) make any Restricted Payment repurchase, redemption, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interests of any Loan Party or any of its Subsidiaries or any direct or indirect parent of any Loan Party, now or hereafter outstanding, (other than dividends payable solely in common stock of iii) make any payment to retire, or to obtain the Person making such dividend) except that, without duplication: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrowersurrender of, any outstanding warrants, options or other Restricted Subsidiary and to each other owner rights for the purchase or acquisition of shares of any class of Equity Interests of such Restricted Subsidiary based on any Loan Party or any of its relative ownership interests Subsidiaries, now or hereafter outstanding, (iv) return any Equity Interests to any shareholders or other equity holders of the relevant class any Loan Party or any of its Subsidiaries, or make any other distribution of property, assets, shares of Equity Interests); , warrants, rights, options, obligations or securities thereto as such or (bv) subject pay any management fees or any other fees or expenses (including the reimbursement thereof by any Loan Party or any of its Subsidiaries) pursuant to compliance with any management, consulting or other services agreement to any of the Approved Budgetshareholders or other equity holders of any Loan Party or any of its Subsidiaries or other Affiliates, or to any other Subsidiaries or Affiliates of any Loan Party; provided, however, that (A) (I) the Borrower Loan Parties may make Restricted Payments: (i) payments to (1) purchase its Equity Interests from present or former officerson behalf Parent or Ultimate Parent in an amount sufficient to pay franchise taxes and other costs and expenses required to be paid to maintain the legal existence of Parent and Ultimate Parent, directorssolely to the extent such payments are actually applied to pay such franchise taxes, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individualcosts and expenses, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (iiII) the proceeds Loan Parties may make payments to or on behalf of which shall be used by a parent entity Parent and Ultimate Parent in an amount sufficient to pay its operating out-of-pocket legal, accounting and filing costs and other expenses incurred in the nature of overhead in the ordinary course of business of Parent and other corporate overhead costs and expenses Ultimate Parent, in the case of this subclause (including administrative, legal, accounting and similar expenses provided by third partiesA)(II), which are reasonable and customary and incurred in the ordinary course of business an aggregate amount not to exceed $100,000 in any fiscal year plus any reasonable Fiscal Year and customary indemnification claims made by directors (III) the Loan Parties may make tax distributions to or officers on behalf of the Borrower attributable Ultimate Parent in amounts sufficient to enable Ultimate Parent to make all tax distributions required pursuant to the ownership Funko LLC Agreement (it being understood that, if an Event of Default has occurred and is continuing, to the extent any such tax distributions made in accordance with Funko LLC Agreement results in distributions to (or operations for the account of) the Permitted Holders in excess of amounts required to be paid by the Permitted Holders in relation to the tax liabilities of its Restricted Subsidiaries; (iii) direct and indirect investors, the proceeds of which Permitted Holders shall cause such excess amount to be held by ACON Funko Investors, L.L.C. or a newly formed subsidiary that shall be used by a Guarantor (with recourse limited to the Borrower deposit account holding any such excess amount) in a controlled deposit account pledged to pay franchise or similar taxes the Collateral Agent, and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall such excess amounts may be used to pay customary salary, bonus and other benefits payable make equity contributions to officers and employees of the Borrower or to fund tax distributions to the Permitted Holders that would otherwise be permitted to be distributed by the Borrower to the extent such salariesdistributions are not duplicative of future permitted tax distributions made by the Loan Parties to their equity holders), bonuses and other benefits are attributable (B) any Subsidiary of any Borrower may pay dividends to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses Loan Party (other than to Affiliatesthe Parent or Ultimate Parent) related or, in the case of any Subsidiary that is not a Loan Party, to any unsuccessful equity or debt offering by any parent entity other Subsidiary, (C) the Parent and Ultimate Parent may pay dividends in the form of Qualified Equity Interests, (D) the Parent may pay Permitted Management Fees, so long as in the case of all such Permitted Management Fees other than reimbursement of expenses described in clause (b) of the Borrower that is directly attributable to definition of Permitted Management Fees: (1) no Default or Event of Default shall have occurred and be continuing, or would result from the ownership or operations making of such payment and (2) the Loan Parties would have been in compliance with the financial covenants set forth in Section 7.03 on a pro forma basis as of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period last day of the most recent Fiscal Quarter for which financial statements have been delivered under Section 7.01(a) after giving effect to such payment (as if made on the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes first day of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower); provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries any Permitted Management Fees cannot be paid as a result of not satisfying all of the Borrower that are not Credit Partiesconditions described in clauses (1) and (2) above, such Taxes must Permitted Management Fees shall be funded by permitted to accrue and be paid at such Subsidiaries time when (I) all conditions described in clauses (1) and (z2) if above are satisfied both before and after giving effect to such payment and (II) Availability is not less than ten percent (10%) of the Borrower receives a refund from a Governmental Authority then-existing Maximum Revolving Loan Amount after giving effect to such payment, (E) the Loan Parties may make dividends, distributions or other payments for the purpose of making Permitted Funko Earnout Payments and the Underground Toys Earnout, (F) the Loan Parties may make dividends, distributions or other payments for the purpose of allowing the Ultimate Parent to make payments or redemptions in respect of all or a portion of the Funko Earnout Preferred Equity; provided, that any amounts funded by the Parent to the Ultimate Parent for such purpose may not be paid pursuant in cash if, at the time of the making of any such payment or after giving effect to this Section 6.4(dthe making of any such payment, (i) there exists an Event of Default or (ii) Availability is less than $15,000,000 (in which case the payment of such amount in cash shall be permitted at such time as the conditions described in clauses (i) and (ii) are no longer continuing), any subsequent (G) the Loan Parties may pay the Funko Transaction Costs incurred in connection with the closing on the Effective Date, and (H) the Loan Parties may make distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent Ultimate Parent solely to enable the Ultimate Parent to, and the Ultimate Parent may, pay a distribution in an amount not to exceed $50,000,000 on the Amendment No. 1 Effective Date or within five (5) Business Days thereof., (I) the Loan Parties may make distributions to the Ultimate Parent solely to enable the Ultimate Parent to, and the Ultimate Parent may, pay a distribution in an amount not to exceed $50,000,000 on the Amendment No. 3 Effective Date or within five (5) Business Days thereof and (J) non-cash repurchases of any Equity Interests in Ultimate Parent in exchange for the termination, reduction or forgiveness of loans and advances of funds used to purchase such Equity Interests in accordance with clause (j) of the Required Lendersdefinition of “Permitted Investments”, and any further distributions to the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants Ultimate Parent of the Equity Interests of the Borrower or any of its Subsidiariesthat are acquired in such transaction.

Restricted Payments. DeclareThe Borrower shall not, order, pay or make nor shall it permit any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) except thatSubsidiary to, without duplicationdirectly or indirectly, declare or make, directly or indirectly, any Restricted Payment, except: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and or any other Restricted Subsidiaries of the Borrower Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its their relative ownership interests of the relevant class of Equity Interests); (b) subject to compliance with the Approved Budget, the Borrower and each Restricted Subsidiary may declare and make dividend payments or other Restricted Payments:Payments payable solely in the Equity Interests (other than Disqualified Equity Interests unless such Disqualified Equity Interests would be permitted by Section 7.03) of such Person; (i) to (1) purchase its repurchases of Equity Interests from present in the Borrower deemed to occur upon the exercise of stock options or former officerswarrants or the settlement or vesting of other equity awards if such Equity Interests represent a portion of the exercise price of such options or warrants, directors(ii) cash payments in lieu of the issuance of fractional shares in connection with the exercise of stock options, employees warrants or consultants other securities convertible into or exchangeable for Equity Interests of the Borrower or Subsidiary upon (iii) Restricted Payments made in respect of any other transaction involving fractional shares; provided, however, that any such cash payment shall not be for the deathpurpose of evading the limitations of this Agreement; (d) the Borrower may pay for the repurchase, disability retirement or termination other acquisition or retirement for value of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employeesof the Borrower held by any present or former employee, officersofficer, directors and consultants director or consultant of the Borrower or any Restricted Subsidiary or equity based awards held by net exercisesuch Persons, net settlementin each case, net withholding upon the death, disability, retirement or otherwise, termination of employment of any such Person or pursuant to the terms of any employee or director equity plan, employee or director stock option, incentive stock or other equity-based option plan or arrangementany other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, and (3) consummate ordinary course net settlements director, officer or consultant of the Borrower or any Restricted Subsidiary; provided, that the aggregate amount of Restricted Payments made pursuant to its equity incentive program as in effect on the Closing Date; this clause (iid) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses not exceed (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business i) $7,500,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of (ii) the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; then applicable Cumulative Credit plus (iii) the proceeds of which shall be used any key man insurance policies; provided, further, that to the extent that the aggregate amount of Restricted Payments made by the Borrower and the Restricted Subsidiaries pursuant to pay franchise or similar taxes this clause (d) in any fiscal year is less than the amount set forth above, 100% of the amount of such difference may be carried forward and other fees and expenses required used to maintain its corporate existencemake such Restricted Payments pursuant to this clause (d) in the next two succeeding fiscal years (provided, that any such amount carried forward shall be deemed to be used to make such Restricted Payments in any fiscal year after the amount set forth above for such fiscal year shall be deemed to be used to make such Restricted Payments for such fiscal year); (ive) the proceeds Borrower may make Restricted Payments in an aggregate amount not to exceed (x) together with (I) the aggregate amount of which Investments made under sub-clause (x) of Section 7.02(p) and (II) the aggregate amount of prepayments, redemptions, purchases, defeasances and other payments made pursuant to sub-clause (x) of Section 7.13(a)(vi), $30,000,000, plus (y) the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this subclause (y); provided that (A) with respect to any Restricted Payment made pursuant to this Section 7.06(e), (1) no Event of Default has occurred and is continuing or would result therefrom and (2) on a Pro Forma Basis after giving effect thereto the Total Leverage Ratio is equal to or less than 2.00:1.00, and (B) no Restricted Payments shall be used to pay customary salarypermitted under this clause (e) until the Specified Period shall have ended; (f) distributions or payments of Securitization Fees, bonus sales, contributions and other benefits payable transfers of Securitization Assets or Receivables Assets and purchases of Securitization Assets or Receivables Assets pursuant to officers and employees of the Borrower to the extent such salariesa Securitization Purchase Obligations, bonuses and other benefits are attributable to the ownership in each case in connection with a Qualified Securitization Financing or operations of its Restricted Subsidiaries; anda Receivables Facility; (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (cg) [reserved]; (dh) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Restricted Subsidiaries may make dividends a Restricted Payment in connection with the acquisition of additional Equity Interests in any Restricted Subsidiary from minority shareholders (in accordance with Section 7.08, if applicable); (i) Restricted Payments made (i) in respect of working capital adjustments or purchase price adjustments pursuant to any Permitted Acquisition or other distributions, directly or indirectly, permitted Investments (other than pursuant to Section 7.02(x)) and (ii) to satisfy indemnity and other similar obligations under the Borrower or any Subsidiary (and the Borrower may make such dividends Permitted Acquisitions or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrowerpermitted Investments; provided that no Restricted Payments shall be permitted under this clause (i) during (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due Specified Period and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to during the extent that such Taxes are attributable to Subsidiaries continuance of an Event of Default at any time after the end of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refundSpecified Period; (e) [reserved]; (fj) [reserved]; and (gk) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting in respect of the cashless exercise of options transactions related to (i) fundamental changes permitted under Section 7.04 and warrants of the Equity Interests of the Borrower or any of its Subsidiaries(ii) Investments permitted under Section 7.02 (other than clause (v) thereof).

Restricted Payments. DeclareThe Borrower shall not, nor shall permit any of its Subsidiaries to, directly or indirectly, declare, order, pay pay, make or make set apart any sum for any Restricted Payment (other than dividends payable solely in common stock of Payment, except for the Person making such dividend) except that, without duplicationfollowing: (ai) each Restricted Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries by any Subsidiary of the Borrower to any Loan Party and (and, in the case of a ii) Restricted Payment Payments by a non-wholly owned Restricted Subsidiary, Wholly-Owned Subsidiary of the Borrower to its shareholders generally so long as the Borrower, Borrower or any other Restricted Subsidiary and to each other owner of Equity Interests of which owns the equity interest or interests in the non-Wholly-Owned Subsidiary paying such Restricted Subsidiary dividends receives at least its proportionate share thereof (based on its relative ownership holdings of equity interests in the non-Wholly-Owned Subsidiary paying such dividends and taking into account the relative preferences, if any, of the relevant class various classes of Equity Interestsequity interests in such Subsidiary); (b) subject to compliance with dividends and distributions declared and paid on the Approved Budget, common Stock of the Borrower may make Restricted Paymentsand payable only in common Stock of the Borrower; (c) cash dividends on the Stock of the Borrower to Holdings paid and declared in any Fiscal Year solely for the purpose of funding the following: (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants ordinary operating expenses of Holdings not in excess of $4,000,000 in the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire aggregate in any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing DateFiscal Year; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower Holdings attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries; (iii) payments by Holdings in respect of foreign, federal, state or local taxes owing by Holdings in respect of the proceeds of which shall Borrower and its Subsidiaries, but not greater than the amount that would be used payable by the Borrower to pay franchise and its Subsidiaries, on a consolidated, combined or similar taxes and other fees and expenses required to maintain its corporate existenceunitary basis; (iv) the proceeds of which shall Restricted Payments permitted to be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiariesmade by Holdings under clause (f) below; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering (whether or not successful) permitted by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]this Agreement; (d) Restricted Payments by the Borrower to pay (or make Restricted Payments to allow the Holdings to pay) for the repurchase, retirement or other acquisition or retirement for value of common Stock of the Borrower or Holdings held by any taxable period future, present or former employee, director or consultant of the Borrower, Holdings or any of their Subsidiaries pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or may make Restricted Payments in respect of SARs; provided, however, that the aggregate amount of Restricted Payments made under this clause (d) does not exceed in any calendar year $10,000,000 (which shall increase to $20,000,000 subsequent to a Qualifying IPO) (with unused amounts in any calendar year being permitted to be carried over to the two succeeding calendar years); provided, further, that such amount in any calendar year may be increased by an amount not to exceed (i) the Net Cash Proceeds from the sale of Stock (other than Disqualified Stock or Permitted Cure Securities) to members of management, directors or consultants of Holdings or its Subsidiaries that occurs after the Closing Date plus (ii) the amount of any cash bonuses otherwise payable to members of management, directors or consultants of Holdings or any of its Subsidiaries in connection with the Transactions that are foregone in return for which the receipt of Stock of the Borrower or Holdings pursuant to a deferred compensation plan plus (iii) the cash proceeds of key man life insurance policies received by Holdings, the Borrower or its Subsidiaries after the Closing Date (provided, that Holdings may elect to apply all or any portion of the aggregate increase contemplated by clauses (i), (ii) and (iii) above in any calendar year) less (iv) the amount of any Restricted Payments previously made pursuant to clauses (i), (ii) and (iii) above; and provided, that, for the avoidance of doubt, as contemplated by this clause (d), cancellation of Indebtedness owing to the Borrower or any Subsidiaries of the Borrower are Subsidiary from members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) management of which the BorrowerHoldings, any direct or indirect parent of Holdings, the Borrower or its Subsidiaries in connection with a repurchase of equity interests of Holdings or any direct or indirect parent of Holdings will not be deemed to constitute a Restricted Payment for purposes of this Section 8.5; (e) (i) the repurchase of Stock or Subordinated Debt, if such repurchase is completed through the issuance of Stock or new Permitted Subordinated Indebtedness, (ii) regularly scheduled or otherwise required repayments or redemptions of Subordinated Debt and (iii) renewals, extensions, refinancings and refundings of Subordinated Debt, as long as such renewal, extension, refinancing or refunding is permitted under Section 8.1 (Indebtedness); (f) the repurchase of company granted stock awards or options necessary to satisfy obligations attributable to tax withholding; (g) so long as no Event of Default is continuing or would result therefrom, Restricted Payments not otherwise permitted under this Section 8.5; provided, however, that the aggregate amount of all such Restricted Payments, together with the aggregate amount of all Investments made under Section 8.3(k), shall not exceed (i) $250,000,000 as of the most recently ended Test Period in the aggregate plus (ii) the Available Amount; and (h) after a Qualifying IPO, Restricted Payments may be made to pay, or to allow Holdings or a parent company of Holdings to pay, dividends and make distributions to, or repurchase or redeem shares from, its equity holders in an amount equal to 6.0% per annum of the Net Cash Proceeds received by the Borrower from any public offering of Securities of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided provided, however, that the Restricted Payments described in clauses (xc) the amount of dividends permitted to be made under this Section 6.4(dthrough (h) for any taxable period above shall not exceed the lesser of be permitted if either (A) an Event of Default or Default shall have occurred and be continuing at the amount date of such Taxes that declaration or payment thereof or would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (result therefrom or a stand-alone corporate Tax Group) and (B) such Restricted Payment is prohibited under the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect terms of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(dIndebtedness (other than the Obligations) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its Subsidiaries.

Restricted Payments. DeclareDeclare or make, orderdirectly or indirectly, pay or make any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) except thatPayment, without duplicationexcept: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower Company and to other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, Company and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its their relative ownership interests of the relevant class of Equity Interests); (b) subject Holdings, Company and each Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 6.3) of such Person; (c) so long as no Default shall have occurred and be continuing or would result therefrom, from and after the date Company delivers an irrevocable written notice to compliance the Administrative Agent stating that Company will make Restricted Payments to Holdings that are used by Holdings solely to fund cash interest payments required to be made by Holdings and permitted to be made by Holdings under this Agreement (the “Holdings Restricted Payments Election”), Company may make such Restricted Payments to Holdings; (d) Restricted Payments made on the Closing Date to consummate the Transaction; (e) to the extent constituting Restricted Payments, Holdings, Company and its Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 6.4 or 6.8 other than Section 6.8(f); (f) repurchases of Equity Interests in Holdings, Company or any Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (g) Holdings may pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Holdings (or of any such parent of Holdings) by any future, present or former employee or director of Holdings (or any direct or indirect parent of Holdings) or any of its Subsidiaries in connection with the Approved Budgettermination of employment, the Borrower death or disability of such individual pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee or director of Holdings or any of its Subsidiaries; (h) Company and its Subsidiaries may make Restricted PaymentsPayments to Holdings: (i) the proceeds of which will be used to pay (1or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant tax liability to the terms each relevant jurisdiction in respect of any employee stock optiontax returns for the relevant jurisdiction of Holdings (or such parent) attributable to Holdings, incentive stock Company or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing DateSubsidiaries; (ii) the proceeds of which shall be used by a parent entity Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business business, in an aggregate amount, together with loans and advances to Holdings made pursuant to Section 6.2(m) in lieu of Restricted Payments permitted by this sub-clause (ii), not to exceed $1,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower Holdings (or any parent thereof) attributable to the ownership or operations of Company and its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower Holdings to pay franchise or similar taxes and other fees fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence; (iv) the proceeds of which shall be used by Holdings to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its make Restricted Subsidiaries; andPayments permitted by Section 6.6(g); (v) to finance any Investment permitted to be made pursuant to Section 6.2; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to Company or its Subsidiaries or (2) the merger (to the extent permitted in Section 6.4) of the Person formed or acquired into Company or its Subsidiaries in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Sections 5.12 and 5.13; and (vi) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent entity of the Borrower thereof to pay pay) fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by any parent entity of the Borrower that is directly attributable this Agreement; and (i) in addition to the ownership foregoing Restricted Payments and so long as no Default shall have occurred and be continuing or operations of would result therefrom, Company may make additional Restricted Payments to Holdings after the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which Closing Date the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) proceeds of which may be utilized by Holdings to make additional Restricted Payments, in an aggregate amount, together with the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the aggregate amount of dividends (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.12(a)(iv) and (2) loans and advances to Holdings made pursuant to Section 6.2(m) in lieu of Restricted Payments permitted by this clause (i), not to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser sum of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower$60,000,000, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability aggregate amount of the Borrower for such taxable period, Net Cash Proceeds of Permitted Equity Issuances (yother than Permitted Equity Issuances made pursuant to Section 8.3) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries Not Otherwise Applied and (zC) if the Borrower receives a refund from a Governmental Authority in respect Total Leverage Ratio as of any amounts paid pursuant the last day of the immediately preceding Test Period (after giving pro forma effect to this Section 6.4(d)such additional Restricted Payments) is 5.50:1 or less, any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; Cumulative Excess Cash Flow that is Not Otherwise Applied. For the purpose of this Agreement, “Cumulative Excess Cash Flow” means the sum of Consolidated Excess Cash Flow (ebut not less than zero in any period) [reserved]; (f) [reserved]; and (g) subject to for the prior written consent of the Required Lendersfiscal year ending on June 30, the Borrower may make Restricted Payments consisting of the cashless exercise of options 2007 and warrants of the Equity Interests of the Borrower or any of its SubsidiariesConsolidated Excess Cash Flow for each succeeding and completed fiscal year.

Restricted Payments. DeclareDeclare or pay any dividend or other distribution, orderdirect or indirect, pay on account of any Equity Interests of any Loan Party or any of its Subsidiaries, now or hereafter outstanding, (ii) make any Restricted Payment repurchase, redemption, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interests of any Loan Party or any of its Subsidiaries or any direct or indirect parent of any Loan Party, now or hereafter outstanding, (other than dividends payable solely in common stock of iii) make any payment to retire, or to obtain the Person making such dividend) except that, without duplication: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrowersurrender of, any outstanding warrants, options or other Restricted Subsidiary and to each other owner rights for the purchase or acquisition of shares of any class of Equity Interests of such Restricted Subsidiary based on any Loan Party or any of its relative ownership interests Subsidiaries, now or hereafter outstanding, (iv) return any Equity Interests to any shareholders or other equity holders of the relevant class any Loan Party or any of its Subsidiaries, or make any other distribution of property, assets, shares of Equity Interests); , warrants, rights, options, obligations or securities thereto as such or (bv) subject pay any management fees or any other fees or expenses (including the reimbursement thereof by any Loan Party or any of its Subsidiaries) pursuant to compliance with any management, consulting or other services agreement to any of the Approved Budgetshareholders or other equity holders of any Loan Party or any of its Subsidiaries or other Affiliates, or to any other Subsidiaries or Affiliates of any Loan Party; provided, however, that (A) (I) the Borrower Loan Parties may make Restricted Payments: (i) payments to (1) purchase its Equity Interests from present or former officerson behalf Parent or Ultimate Parent in an amount sufficient to pay franchise taxes and other costs and expenses required to be paid to maintain the legal existence of Parent and Ultimate Parent, directorssolely to the extent such payments are actually applied to pay such franchise taxes, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individualcosts and expenses, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (iiII) the proceeds Loan Parties may make payments to or on behalf of which shall be used by a parent entity Parent and Ultimate Parent in an amount sufficient to pay its operating out-of-pocket legal, accounting and filing costs and other expenses incurred in the nature of overhead in the ordinary course of business of Parent and other corporate overhead costs and expenses Ultimate Parent, in the case of this subclause (including administrative, legal, accounting and similar expenses provided by third partiesA)(II), which are reasonable and customary and incurred in the ordinary course of business an aggregate amount not to exceed $100,000 in any fiscal year plus any reasonable Fiscal Year and customary indemnification claims made by directors (III) for tax periods (1) prior to the Qualified Initial Public Offering, the Loan Parties may make tax distributions to or officers on behalf of the Borrower attributable Ultimate Parent in amounts sufficient to enable Ultimate Parent to make all tax distributions required pursuant to the ownership Funko LLC Agreement (it being understood that, if an Event of Default has occurred and is continuing, to the extent any such tax distributions made in accordance with Funko LLC Agreement results in distributions to (or operations for the account of) the Permitted Holders in excess of amounts required to be paid by the Permitted Holders in relation to the tax liabilities of its Restricted Subsidiaries; (iii) direct and indirect investors, the proceeds of which Permitted Holders shall cause such excess amount to be held by ACON Funko Investors, L.L.C. or a newly formed subsidiary that shall be used by a Guarantor (with recourse limited to the Borrower deposit account holding any such excess amount) in a controlled deposit account pledged to pay franchise or similar taxes the Collateral Agent, and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall such excess amounts may be used to pay customary salary, bonus and other benefits payable make equity contributions to officers and employees of the Borrower or to fund tax distributions to the Permitted Holders that would otherwise be permitted to be distributed by the Borrower to the extent such salariesdistributions are not duplicative of future permitted tax distributions made by the Loan Parties to their equity holders), bonuses and other benefits are attributable (2) after the Qualified Initial Public Offering, the Loan Parties may make distributions to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity on behalf of the Ultimate Parent in amounts sufficient to enable Ultimate Parent to make all tax distributions required pursuant to Section 4.01(b) of the Funko IPO LLC Agreement, (B) any Subsidiary of any Borrower may pay dividends to pay fees and expenses any Loan Party (other than to Affiliatesthe Parent or Ultimate Parent) related or, in the case of any Subsidiary that is not a Loan Party, to any unsuccessful equity or debt offering by any parent entity other Subsidiary, (C) the Parent and Ultimate Parent may pay dividends in the form of Qualified Equity Interests, including, after a Qualified Initial Public Offering, dividends in the form of Equity Interests in the Public Holdco, (D) the Parent may pay Permitted Management Fees, so long as in the case of all such Permitted Management Fees other than reimbursement of expenses described in clause (b) of the Borrower definition of Permitted Management Fees: (1) no Default or Event of Default shall have occurred and be continuing, or would result from the making of such payment and (2) the Loan Parties would have been in compliance with the financial covenants set forth in Section 7.03 on a pro forma basis as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered under Section 7.01(a) after giving effect to such payment (as if made on the first day of such period); provided that is directly attributable to the ownership or operations extent that any Permitted Management Fees cannot be paid as a result of not satisfying all of the Borrower conditions described in clauses (1) and its Subsidiaries. (c2) [reserved]; above, such Permitted Management Fees shall be permitted to accrue and be paid at such time when (dI) for any taxable period for which the Borrower or any Subsidiaries all conditions described in clauses (1) and (2) above are satisfied both before and after giving effect to such payment and (II) Availability is not less than ten percent (10%) of the Borrower are members then-existing Maximum Revolving Loan Amount after giving effect to such payment, (E) the Loan Parties may make dividends, distributions or other payments for the purpose of making Permitted Funko Earnout Payments and the Underground Toys Earnout, (F) the Loan Parties may make dividends, distributions or other payments for the purpose of allowing the Ultimate Parent to make payments or redemptions in respect of all or a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company portion of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary Funko Earnout Preferred Equity (and the Borrower Ultimate Parent may make such dividends payment or other redemption); provided, that any amounts funded by the Parent to the Ultimate Parent for such purpose may not be paid in cash if, at the time of the making of any such payment or after giving effect to the making of any such payment, (i) there exists an Event of Default or (ii) Availability is less than $15,000,000 (in which case the payment of such amount in cash shall be permitted at such time as the conditions described in clauses (i) and (ii) are no longer continuing), (G) the Loan Parties may pay the Funko Transaction Costs incurred in connection with the closing on the Effective Date, (H) the Loan Parties may make distributions to the Ultimate Parent solely to enable the Ultimate Parent to, and the Ultimate Parent may, pay a distribution in an amount not to exceed $50,000,000 on the Amendment No. 1 Effective Date or within five (5) Business Days thereof, (I) the Loan Parties may make distributions to the Ultimate Parent solely to enable the Ultimate Parent to, and the Ultimate Parent may, pay a distribution in an amount not to exceed $50,000,000 on the Amendment No. 3 Effective Date or within five (5) Business Days thereof, (J) non-cash repurchases of any direct Equity Interests in Ultimate Parent in exchange for the termination, reduction or indirect parent company forgiveness of loans and advances of funds used to purchase such Equity Interests in accordance with clause (j) of the Borrowerdefinition of “Permitted Investments”, and any further distributions to the Ultimate Parent of the Equity Interests that are acquired in such transaction, (K) Ultimate Parent may effect any exchange and/or conversion of Equity Interests in Ultimate Parent and options and warrants to acquire Equity Interests in Ultimate Parent in connection with the “Recapitalization” contemplated by the Funko IPO LLC Agreement, (L) repurchases and redemptions of any Equity Interests in Ultimate Parent solely with the cash proceeds received by Ultimate Parent in connection with the Qualified Initial Public Offering, (M) after the Qualified Initial Public Offering, Ultimate Parent may (1) repurchase and/or redeem Equity Interests from any holder thereof in connection with any exercise of such holder’s “Redemption Right” pursuant to Section 11.01 of the Funko IPO LLC Agreement, and (2) distribute Equity Interests in Ultimate Parent to Public Holdco in exchange for any “Share Settlement” contributed by Public Holdco in connection therewith and (N) after the Qualified Initial Public Offering, so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Loan Parties may make distributions to Ultimate Parent (1) to permit the parent of provide funds that are used by Public Holdco to pay amounts required to be paid by Public Holdco under the Tax Group Receivable Agreement (and Ultimate Parent may make distributions to pay any consolidated, combined or similar income Taxes Public Holdco of such Tax Group amounts); (2) to provide funds that are due and payable used by the parent Ultimate Parent (or distributed by Ultimate Parent for use by Public Holdco) to (i) pay Public Company Expenses, (ii) reimburse expenses of such Tax Group for such taxable period, but only Public Holdco to the extent attributable required by the Funko IPO LLC Agreement, and (iii) make indemnification payments to the Borrower and/or Subsidiaries extent required by the Funko IPO LLC Agreement; (3) of the Borrowerup to $25,000,000 during any period of four fiscal quarters to provide funds that are used by Ultimate Parent to pay dividends ratably to its unitholders (including Public Holdco); provided that (xi) the amount funds received by Public Holdco are used to pay dividends to its shareholders, (ii) immediately after giving pro forma effect to the payment of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of such dividend, (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries Senior Leverage Ratio of the Borrower had the Borrower and/or such Ultimate Parent and its Subsidiaries of the Borroweris not in excess 2.00:1.00, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability Availability is not less than ten percent (10%) of the Borrower for such taxable periodthen-existing Maximum Revolving Loan Amount, and (yiii) to the extent that such Taxes are attributable to Subsidiaries gross cash proceeds received by Ultimate Parent, in consideration of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect purchase of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the newly issued Equity Interests of Ultimate Parent as part of the Borrower or any of its SubsidiariesQualified Initial Public Offering, is not less than $110,000,000; and (4) distributions to Ultimate Parent (and from Ultimate Parent to Public Holdco) that are used for “Cash Settlements” pursuant to the Funko IPO LLC Agreement.

Restricted Payments. Declare(a) The Borrower shall not, orderand shall not permit any Restricted Subsidiary to, pay declare or make any Restricted Payment (other than dividends payable solely in common stock of on or after the Person making such dividend) Closing Date, except that, without duplication: (ai) each any Restricted Subsidiary may declare and make Restricted Payments to the Borrower and or any other Restricted Subsidiaries of the Borrower (andSubsidiary, but in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary that is not a Wholly Owned Subsidiary, to such Restricted Payment is made on a pro rata basis among equity holders holding the Borrower, any other Restricted Subsidiary and to each other owner same series of Equity Interests in respect of which such Restricted Subsidiary based Payment was made, subject to any tax-related adjustment as set forth in its charter or similar documents or agreements binding on its relative ownership interests of the relevant class of Equity Interests)such Restricted Subsidiary; (b1) subject to compliance with the Approved Budget, the Borrower may make Restricted Payments: (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire or retire for value any of its Equity Interests from employees, 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 in an amount not to exceed $2,000,000 in any Fiscal Year (with unused amounts in such Fiscal Year permitted to be carried over into succeeding Fiscal Years); and consultants (2) the Borrower may repurchase any of its Equity Interests deemed to occur upon cashless exercise of stock options or warrants held by officers, directors or employees or former officers, directors or employees (or their estates or beneficiaries under their estates) if such Equity Interests represent a portion of the Borrower exercise price, or any Subsidiary by net withholding taxes payable in connection with the exercise, net settlementof such options or warrants; (iii) the Borrower may, net withholding or otherwisein connection with the payment of a dividend on its shares of common stock that is payable in additional shares of such common stock, pursuant pay cash in lieu of delivering fractional shares of such common stock; (iv) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed, together with the terms aggregate amount of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements prepayments of Junior Debt made pursuant to its equity incentive program as in effect on Section 7.12(i)(I), $100,000,000 from or after the Closing Date; (iiv) the Borrower may redeem in whole or in part any of its Equity Interests for another class of Equity Interests or rights to acquire its Equity Interests or with proceeds from substantially concurrent issuance of which shall be used by its Qualified Equity Interests; provided that any terms and provisions material to the interests of the Lenders, when taken as a parent entity whole, contained in such other class of Equity Interests are at least as advantageous to pay its operating expenses incurred the Lenders as those contained in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted SubsidiariesEquity Interests redeemed thereby; (iiivi) Restricted Payments to consummate the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existenceTransactions; (ivvii) the proceeds payment of which shall be used to pay customary salaryany dividend or distribution within 60 days after the date of declaration thereof, bonus if at the date of declaration (x) such payment would have complied with the provisions of this Agreement and other benefits payable to officers (y) no Default occurred and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiarieswas continuing; and (vviii) if the Available Amount Conditions have been met, additional Restricted Payments may be made in an amount up to allow any parent entity the Available Amount (determined, with respect to each such Restricted Payment made in reliance on this clause (viii), solely as of the Borrower date it is made); provided that Restricted Payments may be declared and made pursuant to pay fees clause (ii), (iii), (iv) or (viii) only if at the time of, and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of after giving effect to, the Borrower that is directly attributable to the ownership or operations of the Borrower Restricted Payment, no Default shall have occurred and its Subsidiariesbe continuing. (cb) [reserved]; (d) The Borrower will not, and will not permit any Restricted Subsidiary to, furnish any funds to or make any Investment in an Unrestricted Subsidiary or other Person for purposes of enabling it to make any taxable period for which Restricted Payment that could not be made directly by the Borrower or any Subsidiaries a Restricted Subsidiary in accordance with the provisions of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its SubsidiariesSection.

Restricted Payments. Declare, order, Declare or pay or make any Restricted Payment dividend (other than dividends payable solely in common stock of the Person making such dividend) except thaton, without duplication: (a) each Restricted Subsidiary may or make Restricted Payments to any payment on account of, or set apart assets for a sinking or other analogous fund for, the Borrower and purchase, redemption, defeasance, retirement or other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borroweracquisition of, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests); (b) subject to compliance with the Approved Budget, the Borrower may make Restricted Payments: (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests Capital Stock of the Borrower or any of its Subsidiaries, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any of its Subsidiaries (collectively, “Restricted Payments”), except: (a) the Borrower may make payments and other distributions to Holdings (or its designee) contemplated by and in accordance with Section 4.19; (b) so long as the Distribution Conditions are satisfied as of the date of any Restricted Payment the Borrower may make payments and other distributions to the Sponsor (or its designee) contemplated by and in accordance with Section 3.8(b) of the Depositary Agreement; (c) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Subsidiary Guarantor; (d) the Borrower may make payments to Holdings (or its designee) to reimburse Holdings for general and administrative costs of the Project directly incurred by Holdings and other corporate overhead expenses in the ordinary course of business not to exceed $500,000 in any fiscal year; (e) the Borrower may reimburse any Affiliate of the Borrower for the costs of obtaining, maintaining, renewing and amending any Acceptable Sponsor Letter of Credit as contemplated by clause (o) of the definition of O&M Costs or clause (iii) of priority Third of Section 3.1(b) of the Depositary Agreement; (f) so long as no Event of Default shall have occurred and be continuing, the Borrower may make payments and other distributions to Holdings or its Affiliates (or their respective designees) at any time equal to the amount of any taxes described in clause (a) of the definition of “Net Cash Proceeds” (provided that, for purposes of this clause (f) and determining the amount of such taxes, Asset Sales referred to in the definition of “Net Cash Proceeds” shall be deemed to include Dispositions permitted pursuant to Section 7.5(i)); 104 Sunshine (Northeast) – Credit Agreement (g) if no Default or Event of Default shall have occurred and be continuing, the Borrower, in connection with any Specified Asset Disposition, any amount of Net Cash Proceeds in excess of the Specified AD Prepayment Amount relating thereto; and (h) if no Default or Event of Default shall have occurred and be continuing, the Borrower, in connection with any PPA Buyout, any amount of Net Cash Proceeds in excess of the PPA Buyout Prepayment Amount relating thereto (which, for the avoidance of doubt, is subject to the application of the Net Cash Proceeds in Section 2.9(a)(iv)(B)).

Restricted Payments. DeclareDeclare or make, orderdirectly or indirectly, pay or make any Restricted Payment Payment, or incur any obligation (other than dividends payable solely in common stock contingent or otherwise) to do so, except that as long as no Default or Event of the Person making such dividend) except that, without duplicationDefault is continuing or would result therefrom: (a) each Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower and other Restricted to wholly-owned Domestic Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly wholly-owned Restricted Subsidiary, to the Borrower, Borrower and any other Restricted Domestic Subsidiary of the Borrower and to each other owner of Equity Interests capital stock or other equity interests of such Restricted Subsidiary of the Borrower on a PRO RATA basis based on its their relative ownership interests of the relevant class of Equity Interestsinterests); (b) subject to compliance with the Approved Budget, Borrower and each Subsidiary of the Borrower may declare and make Restricted Payments:dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person; (c) the Borrower may declare and make (and each Subsidiary of the Borrower may declare and make to enable the Borrower to do the same) dividend payments to Holdings so that Holdings may (i) to pay corporate operating (1including, without limitation, directors fees and expenses) and overhead expenses in the ordinary course of business, (ii) pay any taxes which are due and payable in the ordinary course of business by the Loan Parties as part of the consolidated group, (iii) pay indemnification claims made by an officer or director or shareholder of Holdings; (iv) purchase its Equity Interests capital stock or options from present or former employees, officers, directors, employees directors or consultants of the Borrower Holdings or Subsidiary its Subsidiaries or their respective estates, spouses or family members upon the death, disability or termination of employment or services of such individualemployee, officer, director or consultant, or make payments with respect to Indebtedness used to repurchase such capital stock or options (PROVIDED that the aggregate amount of payments under this clause (iv) shall not exceed $2,875,000 in any Fiscal Year PLUS (A) proceeds of key-man life insurance maintained by Holdings on the life of the Person with respect to whom such repurchase is made, (2B) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, notes permitted to be issued pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, SECTION 8.03(h) and (3C) consummate ordinary course net settlements made equity proceeds not subject to any prepayment requirements and which have not previously funded any repurchase pursuant to its equity incentive program as in effect on this SECTION 8.06(c)(iv); PROVIDED FURTHER that (i) the Closing Date; cancellation of debt shall not constitute a redemption and (ii) the proceeds consideration for the purchase of which shall be used by a parent entity capital stock or options pursuant to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; this clause (iv) may include the proceeds issuance of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiariesanother equity security); and (v) to allow any parent entity of the Borrower to pay fees due and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of owning under the Borrower that is directly attributable Professional Services Agreement, subject to the ownership restrictions set forth in 8.10; and (vi) make payments pursuant to the Acquisition Agreement or operations any other agreement relating to a Permitted Acquisition in the nature of the Borrower working capital adjustments; and its Subsidiaries. (c) [reserved];57 (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, distributions to the Borrower or any to another Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its SubsidiariesGuarantor.

Restricted Payments. DeclareEach Loan Party will not, orderand will not permit any of its Restricted Subsidiaries to, pay or make any Restricted Payment Payment; provided, that so long as it is permitted by law, (a) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, each Loan Party and its Subsidiaries may make distributions to any current, future or former director, officer, consultant or employee of Parent, its Subsidiaries, or any direct or indirect parent of Parent or its Subsidiaries, or their estates or the beneficiaries of such estates (including the payment of dividends and distributions to enable any direct or indirect parent of Parent to repurchase Equity Interests owned by its directors, officers, consultants and employees on account of redemptions of Equity Interests of any Loan Party or its Subsidiaries held by such Persons; provided, that (i) the aggregate amount of such redemptions made by Parent during the term of this Agreement plus the amount of Indebtedness outstanding under clause (l) of the definition of Permitted Indebtedness, does not exceed $5,000,000 in any calendar year (with unused amounts in any calendar year to be carried forward to successive calendar years (but not to exceed an aggregate amount of $5,000,000 carried over to any other than dividends payable year) and added to such amount) and (ii) such amount for any calendar year will be increased by the cash proceeds of key man life insurance policies received by Parent, its Subsidiaries, or any direct or indirect parent of Parent and contributed to Parent after the Closing Date in any such calendar year, (b) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, each Loan Party and its Subsidiaries may make distributions to any current, future or former director, officer, consultant or employee of Parent, its Subsidiaries, or any direct or indirect parent of Parent or its Subsidiaries, or their estates or the beneficiaries of such estates, solely in common stock the form of forgiveness of Indebtedness of such Persons owing to Parent on account of repurchases of the Person Equity Interests of any Loan Party or its Subsidiaries held by such Persons; provided, that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of Parent, (c) the payment of dividends or distributions by Parent or any of its Subsidiaries to, or the making such dividend) except thatof loans to, the owners of Parent in amounts sufficient for the direct or indirect parents to pay, in each case, without duplication: (ai) each Restricted Subsidiary may make Restricted Payments to the Borrower (A) franchise and excise taxes and other Restricted Subsidiaries of the Borrower (andfees, taxes and expenses, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiaryeach case, to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests); (b) subject to compliance with the Approved Budget, the Borrower may make Restricted Payments: (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in to the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors extent required to maintain such direct or officers of indirect parents’ existence to the Borrower extent attributable to the ownership or operations operation of the general partner of Parent or Parent and its Restricted Subsidiaries; and (B) federal, foreign, state and local income taxes that would be payable by such direct or indirect parents on the income of Parent and its Subsidiaries without taking into account any other tax liabilities or tax assets, including net operating losses, of such direct or indirect parents; provided, that in each case, the amount of such payments or loans in any fiscal year does not exceed the amount that Parent and its Subsidiaries would be required to pay in respect of federal, foreign, state and local income taxes for such fiscal year were Parent and its Subsidiaries members of an affiliated, consolidated, combined, unitary or similar group of which Parent was the common parent; (iiiii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (ivA) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower any direct or indirect parent of Parent to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations operation of the general partner of Parent or Parent and its Restricted Subsidiaries; Subsidiaries and (B) any reasonable and customary indemnification claims made by directors or officers of the general partner of Parent or Parent, in the case of clauses (A) and (B) in an aggregate amount not to exceed $20,000,000 in any fiscal year, and (viii) to allow any parent entity of the Borrower to pay fees general corporate administrative, operating and overhead costs and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity in the ordinary course of the Borrower that is directly attributable to the ownership or operations business of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only Parent to the extent attributable to the Borrower and/or Subsidiaries ownership or operation of the Borrower; provided that general partner of Parent or Parent and its Subsidiaries in an aggregate amount not to exceed $20,000,000 in any fiscal year, (xd) the amount of Borrowers and their Subsidiaries may make dividends and distributions to Parent to make payments permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d6.10(f), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund;, (e) [reserved];a Loan Party may make other Restricted Payments with cash or Cash Equivalents so long as on the date of any such Restricted Payments and after giving effect thereto, each of the Payment Conditions is satisfied, or (f) [reserved]; and (g) subject to the prior written consent so long as no Default or Event of the Required LendersDefault shall have occurred and be continuing or would result therefrom, the Borrower a Loan Party may make other Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or in an aggregate amount not to exceed $5,000,000 in any of its Subsidiariesfiscal year.

Restricted Payments. Declare, order, Declare or pay or make any Restricted Payment dividend (other than dividends payable solely in common stock of the Person making such dividend) except thaton, without duplication: (a) each Restricted Subsidiary may or make Restricted Payments to any payment on account of, or set apart assets for a sinking or other analogous fund for, the Borrower and purchase, redemption, defeasance, retirement or other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borroweracquisition of, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests); (b) subject to compliance with the Approved Budget, the Borrower may make Restricted Payments: (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests Capital Stock of the Borrower or any of its Subsidiaries., whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any of its Subsidiaries (collectively, “Restricted Payments”), except: (a) the Borrower may make payments and other distributions to Holdings (or its designee) contemplated by and in accordance with Section 4.19; (b) so long as the Distribution Conditions are satisfied as of the date of any Restricted Payment the Borrower may make payments and other distributions to the Sponsor (or its designee) contemplated by and in accordance with Section 3.8(b) of the Depositary Agreement; (c) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Subsidiary Guarantor; (d) the Borrower may make payments to Holdings (or its designee) to reimburse Holdings for general and administrative costs of the Project directly incurred by Holdings and other corporate overhead expenses in the ordinary course of business not to exceed $1,000,000 in any fiscal year; (e) the Borrower may reimburse any Affiliate of the Borrower for the costs of obtaining, maintaining, renewing and amending any Acceptable Sponsor Letter of Credit as contemplated by clause (o) of the definition of O&M Costs or clause (iii) of priority Third of Section 3.1(b) of the Depositary Agreement; (f) so long as no Event of Default shall have occurred and be continuing, the Borrower may make payments and other distributions to Holdings or its Affiliates (or their respective designees) at any time equal to the amount of any taxes described in clause (a) of the definition of “Net Cash Proceeds” (provided that, for purposes of this clause (f) and determining the amount of such taxes, Asset Sales referred to in the definition of “Net Cash Proceeds” shall be deemed to include Dispositions permitted pursuant to Section 7.5(i)); (g) if no Default or Event of Default shall have occurred and be continuing, the Borrower, in connection with any Specified Asset Disposition, any amount of Net Cash Proceeds in excess of the Specified AD Prepayment Amount relating thereto; and (h) if no Default or Event of Default shall have occurred and be continuing, the Borrower, in connection with any PPA Buyout, any amount of Net Cash Proceeds in excess of the PPA Buyout Prepayment Amount relating thereto (which, for the avoidance of doubt, is subject to the application of the Net Cash Proceeds in Section 2.9(a)(iv)(B)). 105 Sunshine (National) – Credit Agreement

Restricted Payments. DeclareDeclare or make, orderdirectly or indirectly, pay or make any Restricted Payment Payment, or incur any obligation (other than dividends payable contingent or otherwise) to do so, or, solely in common stock the case of the Person making such dividend) Subsidiaries issue or sell any Equity Interests or accept any capital contributions, except that, without duplicationso long as (x) with respect to each clause (a) through (g) below, no Default or Event of Default has occurred and is continuing at the time of any action described therein or would result therefrom, and (y) with respect to each clause (d) through (f) below, the Borrower has achieved the Restricted Payments Milestone and the Restricted Payment Conditions have been satisfied at the time of making such Restricted Payment: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries any Person that owns Equity Interests in such Subsidiary, ratably according to their respective holdings of the Borrower (and, type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests)is being made; (b) subject to compliance with the Approved Budget, the Borrower and each Subsidiary may declare and make Restricted Payments:dividend payments or other distributions payable solely in Qualified Equity Interests of such Person; (ic) any Subsidiary may issue or sell any Qualified Equity Interest to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability if any related or termination of employment or services of such individual, (2) purchase, redeem or resulting Investment would otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]permitted under Section 7.03; (d) for any taxable period for which the Borrower may redeem, repurchase or any Subsidiaries acquire Qualified Equity Interests of the Borrower are members of a consolidatedissued to employees, combinedconsultants, unitaryagents, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower officers and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries directors of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) provided that the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the aggregate amount of all such refundredemptions do not exceed $500,000 during any fiscal year; (e) [reserved]the Borrower may declare and pay dividends on its Qualified Equity Interests in an aggregate amount not to exceed $2,500,000 in any fiscal year; (f) [reserved]the Borrower may repurchase Qualified Equity Interests of the Borrower, provided that the aggregate amount of all such redemptions do not exceed $5,000,000 in any fiscal year; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the issue Qualified Equity Interests of the Borrower or any of its Subsidiariesinterests.

Restricted Payments. DeclareThe Borrower shall not, ordernor shall it permit any of its Restricted Subsidiaries to, (i) declare or pay any dividends on or make any Restricted Payment other distributions in respect of any class or series of its Equity Interests or (other than dividends payable solely in common stock ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its Equity Interests or any warrants, options, or similar instruments to acquire the Person making such dividend) except thatsame (all the foregoing, without duplication“Distributions”); provided, however: (a) each Restricted any Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries of the Borrower may make Distributions to its parent corporation (and, in the case of a Restricted Payment by a any non-wholly Wholly-owned Restricted Subsidiary, pro rata to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary its parent companies based on its their relative ownership interests of the relevant class of Equity Interestsinterests); (b) subject to compliance with the Approved Budgetso long as no Event of Default has occurred, is continuing or would result therefrom, the Borrower may make Restricted Payments: redeem, acquire, retire or repurchase (iand the Borrower may declare and pay Distributions, the proceeds of which are used to so redeem, acquire, retire or repurchase and to pay withholding or similar tax payments that are expected to be payable in connection therewith) to (1) purchase its Equity Interests from present (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Distributions to allow any of the Borrower’s direct or indirect parent companies to so redeem, retire, acquire or repurchase their equity) held by current or former officers, directorsmanagers, consultants, directors and employees (or consultants their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Borrower (or any direct or indirect parent thereof) and its Restricted Subsidiaries, with the Borrower or Subsidiary proceeds of Distributions from, seriatim, the Borrower, upon the death, disability disability, retirement or termination of employment or services of any such individual, (2) purchase, redeem Person or otherwise acquire in accordance with any Equity Interests from employeesstock option or stock appreciation rights plan, officersany management, directors and consultants of the Borrower director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any Subsidiary by net exerciseother employment agreements or equity holders’ agreement; provided that, net settlement, net withholding or otherwise, pursuant to the terms aggregate amount of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements Distributions made pursuant to its equity incentive program as in effect on the Closing Datethis Section shall not exceed $5,000,000; (iic) the Borrower may repurchase Equity Interests (or pay Distributions to permit any direct or indirect parent to repurchase Equity Interests) upon exercise of options or warrants if such Equity Interest represents all or a portion of the exercise price of such options or warrants; (d) the Borrower may pay Distributions, the proceeds of which shall be used by a to allow any direct or indirect parent entity of Borrower to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business business, in an aggregate amount not to exceed $1,000,000 in any fiscal year of the Borrower plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership (or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliatesthereof) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries. (c) [reserved]; (de) for the Borrower may make Distributions in an aggregate amount equal to all Quarterly Distributions as of the time such Distribution is made; (f) so long as (i) no Event of Default has occurred, is continuing or would result therefrom and (ii) the Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 6.22, the Borrower may make Distributions in an aggregate amount not to exceed (x) $50,000,000 minus any taxable period for which amounts paid pursuant to Section 6.20(a)(x) plus (y) the Growth Amount at the time such Distribution is made; (g) the Borrower may make Distributions to (i) redeem, repurchase, retire or otherwise acquire any (A) Equity Interests (“Treasury Capital Stock”) of the Borrower or any Subsidiaries Subsidiary or (B) Equity Interests of the Borrower are members any direct or indirect parent company of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, in the case of each of subclause (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Subsidiary) of, Equity Interests of the Borrower, or any direct or indirect parent company of the Borrower or any Subsidiary is to the common parent, extent contributed to the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to capital of the Borrower or any Subsidiary (“Refunding Capital Stock”) and (ii) declare and pay dividends on the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower may or a Subsidiary) of the Refunding Capital Stock; (h) Distributions the proceeds of which will be used to make such dividends cash payments in lieu of issuing fractional Equity Interests in connection with the exercise of warrants, options or other distributions securities convertible or exchangeable for Equity Interests of the Borrower (or its direct or indirect parent) in an amount not to exceed $100,000 in any fiscal year; (i) to the extent constituting a Distribution, transactions permitted by Section 6.11 and 6.16; and (j) following any Qualified Public Offering, Distributions by the Borrower (or to any direct or indirect parent company to fund a Distribution) of up to 6% of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined net cash proceeds received by (or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only contributed to the extent attributable to capital of) the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for in or from any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its SubsidiariesQualified Public Offering.

Restricted Payments. DeclareDeclare or make, orderdirectly or indirectly, pay or make any Restricted Payment Payment, or incur any obligation (other than dividends payable solely in common stock of the Person making such dividendcontingent or otherwise) to do so, or issue or sell any Equity Interests or accept any capital contributions, except that, without duplication: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary Loan Party and any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to each other owner their respective holdings of the type of Equity Interests Interest in respect of which such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests)Payment is being made; (b) subject the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower may issue and sell its common Equity Interests, so long as the Net Cash Proceeds thereof are applied to compliance with the Approved Budgetrepayment of Loans pursuant to Section 2.05(b)(ii); (d) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may make Restricted Payments: (i) to (1) purchase its repurchase, retire, or otherwise acquire of Equity Interests from present or former officers, directors, employees or consultants of the Borrower from any former or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants present employee of the Borrower or any Subsidiary by net exerciseof its Subsidiaries, net settlementor any of their respective estates, net withholding spouses or otherwise, former spouses pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided that amounts payable under this clause (d) do not exceed $500,000 in any calendar year; (e) the terms Borrower may issue shares of its common Equity Interests to management or employees of the Borrower under any employee stock option, incentive option or stock purchase plan or other equity-based employee benefits plan or arrangement, and (3) consummate ordinary course net settlements made pursuant any other equity compensation arrangement in existence from time to its equity incentive program as in effect on the Closing Date;time; and (iif) Each Subsidiary of the proceeds of which shall be Borrower may make payments and distributions to the Borrower (whether directly or through sequential upstream Restricted Payments) that are used by a parent entity the Borrower to pay its operating federal and state income Taxes then due and owing, franchise Taxes and other similar licensing expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income and all Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its Subsidiariesdue.

Restricted Payments. DeclareThe Borrower shall not, nor shall permit any of its Subsidiaries to, directly or indirectly, declare, order, pay pay, make or make set apart any sum for any Restricted Payment (other than dividends payable solely in common stock of Payment, except for the Person making such dividend) except that, without duplicationfollowing: (ai) each Restricted Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries by any Subsidiary of the Borrower to any Loan Party and (and, in the case of a ii) Restricted Payment Payments by a non-wholly owned Restricted Subsidiary, Wholly-Owned Subsidiary of the Borrower to its shareholders generally so long as the Borrower, Borrower or any other Restricted Subsidiary and to each other owner of Equity Interests of which owns the equity interest or interests in the non-Wholly-Owned Subsidiary paying such Restricted Subsidiary dividends receives at least its proportionate share thereof (based on its relative ownership holdings of equity interests in the non-Wholly-Owned Subsidiary paying such dividends and taking into account the relative preferences, if any, of the relevant class various classes of Equity Interestsequity interests in such Subsidiary); (b) subject to compliance with dividends and distributions declared and paid on the Approved Budget, common Stock of the Borrower may make Restricted Paymentsand payable only in common Stock of the Borrower; (c) cash dividends on the Stock of the Borrower to Holdings paid and declared in any Fiscal Year solely for the purpose of funding the following: (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants ordinary operating expenses of Holdings not in excess of $4,000,000 in the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire aggregate in any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing DateFiscal Year; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower Holdings attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries; (iii) payments by Holdings in respect of foreign, federal, state or local taxes owing by Holdings in respect of the proceeds of which shall Borrower and its Subsidiaries, but not greater than the amount that would be used payable by the Borrower to pay franchise and its Subsidiaries, on a consolidated, combined or similar taxes and other fees and expenses required to maintain its corporate existenceunitary basis; (iv) the proceeds of which shall Restricted Payments permitted to be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiariesmade by Holdings under clause (f) below; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering (whether or not successful) permitted by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]this Agreement; (d) Restricted Payments by the Borrower to pay (or make Restricted Payments to allow the Holdings to pay) for the repurchase, retirement or other acquisition or retirement for value of common Stock of the Borrower or Holdings held by any taxable period future, present or former employee, director or consultant of the Borrower, Holdings or any of their Subsidiaries pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or may make Restricted Payments in respect of SARs; provided, however, that the aggregate amount of Restricted Payments made under this clause (d) does not exceed in any calendar year $10,000,000 (which shall increase to $20,000,000 subsequent to a Qualifying IPO) (with unused amounts in any calendar year being permitted to be carried over to the two succeeding calendar years); provided, further, that such amount in any calendar year may be increased by an amount not to exceed (i) the Net Cash Proceeds from the sale of Stock (other than Disqualified Stock or Permitted Cure Securities) to members of management, directors or consultants of Holdings or its Subsidiaries that occurs after the Closing Date plus (ii) the amount of any cash bonuses otherwise payable to members of management, directors or consultants of Holdings or any of its Subsidiaries in connection with the Transactions that are foregone in return for which the receipt of Stock of the Borrower or Holdings pursuant to a deferred compensation plan plus (iii) the cash proceeds of key man life insurance policies received by Holdings, the Borrower or its Subsidiaries after the Closing Date (provided, that Holdings may elect to apply all or any portion of the aggregate increase contemplated by clauses (i), (ii) and (iii) above in any calendar year) less (iv) the amount of any Restricted Payments previously made pursuant to clauses (i), (ii) and (iii) above; and provided, that, for the avoidance of doubt, as contemplated by this clause (d), cancellation of Indebtedness owing to the Borrower or any Subsidiaries of the Borrower are Subsidiary from members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) management of which the BorrowerHoldings, any direct or indirect parent of Holdings, the Borrower or its Subsidiaries in connection with a repurchase of equity interests of Holdings or any direct or indirect parent of Holdings will not be deemed to constitute a Restricted Payment for purposes of this Section 8.5; (e) (i) the repurchase of Stock or Subordinated Debt, if such repurchase is completed through the issuance of Stock or new Permitted Subordinated Indebtedness, (ii) regularly scheduled or otherwise required repayments or redemptions of Subordinated Debt and (iii) renewals, extensions, refinancings and refundings of Subordinated Debt, as long as such renewal, extension, refinancing or refunding is permitted under Section 8.1 (Indebtedness); (f) the repurchase of company granted stock awards or options necessary to satisfy obligations attributable to tax withholding; (g) so long as no Event of Default is continuing or would result therefrom, Restricted Payments not otherwise permitted under this Section 8.5; provided, however, that the aggregate amount of all such Restricted Payments, together with the aggregate amount of all Investments made under Section 8.3(k), shall not exceed (i) $200,000,000 as of the most recently ended Test Period in the aggregate plus (ii) the Available Amount; and (h) after a Qualifying IPO, Restricted Payments may be made to pay, or to allow Holdings or a parent company of Holdings to pay, dividends and make distributions to, or repurchase or redeem shares from, its equity holders in an amount equal to 6.0% per annum of the Net Cash Proceeds received by the Borrower from any public offering of Securities of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided provided, however, that the Restricted Payments described in clauses (xc) the amount of dividends permitted to be made under this Section 6.4(dthrough (h) for any taxable period above shall not exceed the lesser of be permitted if either (A) an Event of Default or Default shall have occurred and be continuing at the amount date of such Taxes that declaration or payment thereof or would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (result therefrom or a stand-alone corporate Tax Group) and (B) such Restricted Payment is prohibited under the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect terms of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(dIndebtedness (other than the Obligations) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its Subsidiaries.

Restricted Payments. DeclareWith respect to the Borrower and its Subsidiaries, orderdeclare or make, pay directly or make indirectly, any Restricted Payment Payment, or incur any obligation (other than dividends payable solely in common stock contingent or otherwise) to do so, or issue or sell any of the Person making such dividend) their respective Equity Interests, except that, without duplication: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries of the Borrower (and, solely upon and after the consummation of the Combination Transactions, each Subsidiary of Discovery) may declare and make dividend payments in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, cash with respect to the Borrower, any other Restricted Subsidiary and to each other owner class of Equity Interests of such Restricted Subsidiary based on its relative ownership interests to the then holders of the relevant class of such Equity Interests)Interests ratably according to their respective holdings; (b) subject the Borrower and each of its Subsidiaries (and, solely upon and after the consummation of the Combination Transactions, each of Discovery’s Subsidiaries) may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person to compliance with the Approved Budgetthen holders of such Equity Interests ratably according to their respective holdings; (c) solely upon and after the consummation of the Combination Transactions, the Borrower may declare and make Restricted Payments: dividend payments in cash to Discovery (directly or through any Subsidiary of Discovery) in an aggregate amount for any period not greater than an amount sufficient to permit Discovery to (i) make payments pursuant to (1) purchase its Equity Interests from present and in accordance with stock option plans or former officersother management plans for management or employees of Discovery, directors, employees or consultants of the Borrower or Subsidiary upon the deathand its Subsidiaries during such period, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) pay any Taxes of Discovery, the proceeds Borrower and its Subsidiaries which are due and payable, (iii) pay customary directors’ fees paid to the members of which shall be used by a parent entity to Discovery’s board of directors, in their capacity as such, and the reimbursement for necessary and reasonable out-of-pocket expenses of such members in their capacities as such, in each case arising from their direct service as members of such board of directors, (iv) pay its operating expenses incurred in the ordinary course overhead expenses of business and other corporate overhead costs and expenses Discovery (including administrative, legal, accounting and similar expenses provided by payable to third parties), which are reasonable (v) pay customary third party advisor fees and customary and incurred expenses owed by Discovery in the ordinary course of its business, (vi) pay customary director and officers insurance premiums owed by Discovery with respect to its officers and directors in the ordinary course of its business in any fiscal year plus any and (vii) pay customary and reasonable and customary indemnification claims made by directors or and officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]Discovery; (d) for any taxable period for which the Borrower and each of its Subsidiaries (and, solely upon and after the consummation of the Combination Transactions, each Subsidiary of Discovery) may issue and sell their respective Equity Interests and may make Restricted Payments not otherwise permitted by this Section 7.06; provided that no Designated Default or any Subsidiaries other Event of Default shall then exist and no Event of Default would result from such issuance and sale or such Restricted Payment, as the case may be, giving Pro Forma Effect to such issuance and sale or such Restricted Payment; (e) the Borrower are members may issue and sell (i) its common Equity Interests; provided that no Change of a consolidatedControl would result from such issuance and sale; and (ii) the Borrower may issue and sell its Equity Interest in connection with grants of such securities and stock options with respect to such securities pursuant to employment, combinedbenefit plans, unitaryservice and severance arrangements with current and former officers, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrowerdirectors, any direct or indirect parent company consultants, advisors and employees of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (determined in good faith by the board of directors or a stand-alone corporate Tax Group) and (B) the actual Tax liability senior management of the Borrower for or such taxable periodSubsidiary, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]as applicable; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its SubsidiariesSubsidiaries may make Restricted Payments pursuant to or in connection with the Transactions (including, for the avoidance of doubt, the Borrower Cash Distribution and any other Restricted Payments permitted under the Transaction Agreements); (g) the Borrower and its Subsidiaries (and, solely upon and after the consummation of the Combination Transactions, any Subsidiary of Discovery) may make any Restricted Payment as part of a Permitted Securitization Financing; (h) prior to the consummation of the Combination Transactions, the Borrower or any of its Subsidiaries may make any Restricted Payment.

Restricted Payments. DeclareNo Credit Party shall, orderand no Credit Party shall suffer or permit any of its Restricted Subsidiaries to, pay (i) declare or make any Restricted Payment (dividend payment or other than dividends payable solely in common stock distribution of the Person making such dividend) except thatassets, without duplication: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries properties, cash, rights, obligations or securities on account of the Borrower (and, in the case any of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests); (b) subject to compliance with the Approved Budget, the Borrower may make Restricted Payments: (i) to (1) purchase its Equity Interests from present Stock or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individualStock Equivalents, (2ii) purchase, redeem or otherwise acquire for value any Equity Interests from employeesof its Stock or Stock Equivalents now or hereafter outstanding or (iii) make any payment or prepayment of principal of, premium, if any, interest, fees, redemption, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, Junior Indebtedness (the items described in clauses (i), (ii) and (iii) above are referred to as “Restricted Payments”) except that any Restricted Subsidiary of a Borrower may make Restricted Payments to such Borrower and any Restricted Subsidiary of a Borrower may make Restricted Payments to any Restricted Subsidiary of such Borrower, and except that: (a) the Credit Parties and their Restricted Subsidiaries may declare and make dividend payments or other distributions payable solely in their respective Stock or Stock Equivalents; (b) the Credit Parties and their Restricted Subsidiaries may make (and may make distributions to the applicable Parent or any direct or indirect parent of such Parent to permit such Parent or such parent to make), and Parents may use cash on hand to make, payments and distributions to future, current and former officers, directors directors, managers, employees and consultants (or any current or former spouses or domestic partners, family members, trusts or other estate planning vehicles or estates or heirs of any of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms foregoing) of any employee stock option, incentive stock or other equity-based plan or arrangement, of the Credit Parties and their Restricted Subsidiaries (i) on account of redemptions of Stock and Stock Equivalents held by such Persons and (3ii) consummate ordinary course net settlements made pursuant to its equity incentive program in the form of forgiveness of Indebtedness of such Persons on account of purchases of Stock and Stock Equivalents held by such Persons; provided that both of the following conditions are satisfied: (i) no Event of Default has occurred and is continuing or would arise as in effect on the Closing Date;a result of such Restricted Payment; and (ii) the proceeds sum of the aggregate amount of any such cash redemptions pursuant to this clause (b) during the term of this Agreement does not exceed the greater of (x) $7,000,000 and (y) 10% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which shall be used by a parent financial statements have been delivered on the date of the relevant transaction); (i) The Credit Parties and their Restricted Subsidiaries may make payments to or on behalf of the applicable Parent (and any entity that owns directly or indirectly 100% of the equity interests in any Parent) in an amount sufficient to permit such Parent (or such other entity, as applicable) to pay its operating expenses licensing fees, franchise Taxes and other similar fees, Taxes and expenses, in each case, incurred in the ordinary course of business to maintain its legal existence and, without duplication, (ii) in the event any of the Credit Parties or their Restricted Subsidiaries file a consolidated, combined, unitary or similar income Tax return with the applicable Parent (or any other direct or indirect parent of any of the Credit Parties and their Restricted Subsidiaries), the Credit Parties and their Restricted Subsidiaries may make payments to or on behalf of such Parent (or such other direct or indirect parent, as applicable) to pay or to permit the payment of income Taxes then due and payable in respect of such Tax return; provided that the aggregate amount of all such payments permitted by this clause (ii) shall not exceed the amount of such Taxes attributable to the Credit Parties and their Restricted Subsidiaries that file such a Tax return with such Parent (or such other direct or indirect parent, as applicable); (iii) without duplication for payments provided under clause (ii), with respect to any taxable period ending after the Closing Date for which any Credit Party or Restricted Subsidiary is a partnership or disregarded entity for U.S. federal and/or applicable state or local tax purposes (other than a partnership or disregarded entity described in clause (ii)), such Credit Parties and Restricted Subsidiaries may make payments to their respective direct or indirect owners in an amount necessary to permit such direct or indirect parent to pay or to make a pro rata distribution to its owners in an amount not to exceed the aggregate taxable income of such Credit Party (calculated with regard to tax deductible amortization or depreciation resulting from any increase in basis under Sections 743(b) and 734(b) of the Code (and any equivalent provisions of applicable tax laws)) multiplied by the highest combined marginal federal, state, and/or local income tax rate applicable to any individual or corporate overhead costs taxpayer, whichever is higher, resident of New York (taking into account the deductibility of state and expenses local income taxes for U.S. federal income tax purposes (including and any limitations thereon) and prior year losses (to the extent not previously taken into account pursuant to this clause and taking into account any limitations on the utilization thereof) and without duplication, for the avoidance of doubt, of any amount of such taxes actually paid by such Credit Party and/or any of its Subsidiaries to the relevant taxing authority); provided that any payment with respect to taxable income of any Unrestricted Subsidiaries shall be permitted to the extent of cash distributions by such Unrestricted Subsidiary; (d) payments to or on behalf of any direct or indirect parent of any of the Credit Parties and their Restricted Subsidiaries may be made to permit such direct or indirect parent to make payments that would then be permitted to be made by the Credit Parties pursuant to Section 5.7; provided that such payments shall be made in lieu of, and not in addition to, such payments pursuant to Section 5.7; (e) payments by the Credit Parties and their Restricted Subsidiaries to or on behalf of any direct or indirect parent entities may be made in an amount sufficient to pay out-of-pocket legal, administrative, legal, accounting and similar filing costs and other expenses provided by third parties), which are reasonable and customary and incurred in the nature of overhead in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parententities; provided, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the aggregate amount of such Taxes that would have been due and payable by Restricted Payments does not exceed $2,000,000 in the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority aggregate in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]Fiscal Year; (f) [reserved]; and; (g) subject to the prior written consent of the Required Lenders, the each Borrower may make Restricted Payments consisting distributions to its applicable Parent which are immediately used by such Parent (or paid by such Parent to permit any direct or indirect parent entities of such Parent) to make cash payments in lieu of issuing fractional shares of Stock of such Parent (or any direct or indirect parent entities of such Parent), in an aggregate amount for all such distributions to any Parent not exceeding the greater of (x) $1,750,000 and (y) 2.5% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the cashless exercise of options and warrants of the Equity Interests of the relevant transaction); (h) each Borrower may make distributions to its applicable Parent which are immediately used by such Parent to finance any Investment otherwise specifically permitted to be made by such Borrower or any of its SubsidiariesRestricted Subsidiaries pursuant to Section 5.4; provided that (i) such distribution shall be made substantially concurrently with the closing of such Investment and (ii) such Parent shall, immediately following the closing thereof, cause (A) all property acquired (whether assets or capital stock) to be contributed to such Borrower or any of its Restricted Subsidiaries or (B) the merger (to the extent specifically permitted herein) of the Person formed or acquired into such Borrower or a Credit Party other than such Parent in order to consummate such Permitted Acquisition; (i) Restricted Payments (other than Restricted Payments by any Parent) payable on or in respect of any class, series or tranche of Stock or Stock Equivalents issued by a non-Wholly-Owned Subsidiary may be made so long as a Wholly-Owned Subsidiary of any Parent receives at least its pro rata share of such Restricted Payment in accordance with its Stock or Stock Equivalents in such class, series or tranche; (j) the Credit Parties may make the one-time cash distribution to the Borrowers’ respective equityholders in connection with the Transactions in an aggregate amount not exceeding $120,000,000; (k) [reserved]; (l) so long as no Event of Default under Section 7.1(a), Section 7.1(f) or Section 7.1(g) has occurred and is continuing or would result immediately thereafter therefrom, the Borrowers may make Restricted Payments in cash or property (consisting of dividends not otherwise permitted to be made by this Section 5.11) in an aggregate amount not to exceed the Available Amount as of the applicable date of such Restricted Payment; provided that, solely to the extent funded with proceeds of the kind described in clauses (x)(i) and (x)(iv) of the definition of “Available Amount”, after giving effect to such Restricted Payment, the Combined Total Net Leverage Ratio is not greater than 3.15:1.00 on a Pro Forma Basis computed as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered; (m) Restricted Payments payable solely in Qualified Stock and Stock Equivalents in respect of Qualified Stock may be made; and (n) so long as no Event of Default has occurred and is continuing or would result immediately thereafter therefrom, Restricted Payments in respect of Junior Indebtedness constituting (without duplication) (i) regularly scheduled interest payments (including, without limitation, non-cash payments of interest in kind or otherwise through additions to principal and payments due at maturity) and payment of fees, expenses and indemnification obligations, (ii) Permitted Refinancings, (iii) payments with, or conversions to, common Stock or Qualified Stock (or Stock of any direct or indirect parent entities of any Parent), (iv) payments as part of an “AHYDO catch-up payment”, (v) payments permitted by any subordination terms applicable to the relevant Junior Indebtedness, (vi) payment of earn-outs obligations and holdbacks permitted to be incurred under Section 5.5(q) and (vii) payments or repurchases not to exceed the Available Amount as of the applicable date of such Restricted Payment; provided that all of the following conditions are satisfied: (1) no Event of Default under Section 7.1(a), Section 7.1(f) or Section 7.1(g) shall have occurred and be continuing or would result immediately thereafter therefrom and (2) solely to the extent funded with proceeds of the kind described in clauses (x)(i) and (x)(iv) of the definition of “Available Amount”, after giving effect to such voluntary prepayment, the Combined Total Net Leverage Ratio is not greater than 3.15:1.00 on a Pro Forma Basis computed as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered.

Restricted Payments. DeclareThe Credit Parties will not permit any Consolidated Party to, directly or indirectly, declare, order, make or set apart any sum for or pay or make any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) Payment, except that, without duplication: (a) each Restricted Subsidiary may make as permitted by Section 8.6, Section 8.8 or Section 8.9, (b) Restricted Payments by any Consolidated Party to the Parent for its proportionate share of the tax liability of the affiliated group of corporations that file consolidated federal income tax returns (or that file state or local income tax returns on a consolidated basis), provided that any refunds received by the Parent attributable to the Borrower and other Restricted or any of its Subsidiaries shall promptly be returned by the Parent to the Borrower through a contribution or purchase of common Capital Stock of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to from the Borrower, (c) Restricted Payments by any Consolidated Party to the Parent in amounts required for the Parent to pay franchise taxes and other Restricted Subsidiary fees required to maintain its existence and to each provide for all other owner of Equity Interests of such Restricted Subsidiary based on its relative ownership interests customary operating costs of the relevant class Parent to the extent attributable to the ownership and operation of Equity Interests); (b) subject the Borrower and its Restricted Subsidiaries, including, without limitation, in respect of director fees and expenses, administrative, legal and accounting services provided by third parties and other customary costs and expenses including all costs and expenses with respect to compliance filings with the Approved BudgetSecurities and Exchange Commission, (d) Restricted Payments by any Consolidated Party to the Borrower may make Restricted Payments: Parent to the extent necessary to enable the payment of management fees permitted under Section 8.9(f) and (ie) the purchase, redemption, acquisition, cancellation or other retirement for value of shares of Capital Stock of the Borrower, options on any such shares or related stock appreciation rights or similar securities, or any dividend, distribution or advance to (1) purchase its Equity Interests from present the Parent for the purchase, redemption, acquisition, cancellation or other retirement for value of shares of Capital Stock of the Parent, options on any such shares or related stock appreciation rights or similar securities, in each case held by officers, directors or employees or former officers, directors, directors or employees (or consultants their estates or beneficiaries under their estates) of the Borrower Borrower, the Parent or any Subsidiary of the Borrower, as applicable, or by any employee benefit plan of the Borrower, the Parent or any Subsidiary of the Borrower, as applicable, upon the death, disability disability, retirement or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive benefit plan or any other agreement under which such shares of stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on related rights were issued; provided that the Closing Date; (ii) the proceeds aggregate amount of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used cash applied by the Borrower to pay franchise Consolidated Parties for such purchase, redemption, acquisition, cancellation or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds retirement of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees such shares of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company Capital Stock of the Borrower or the Parent after the Closing Date does not exceed $7,500,000 in the aggregate (excluding for purposes of calculating such amount the aggregate amount received by any Subsidiary is the common parentPerson in connection with such purchase, the Borrower and the Borrower’s Subsidiaries may make dividends redemption, acquisition, cancellation or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes retirement of such Tax Group shares that are due and payable by the parent of such Tax Group for such taxable period, but only is concurrently used to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends repay loans permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of to such Taxes that would have been due and payable Person by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d8.6(e), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its Subsidiaries).

Restricted Payments. DeclareDeclare or make, order, or agree to pay or make make, directly or indirectly, any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) except thatPayment, without duplicationexcept: (a) Parent and each Restricted Subsidiary may declare and make Restricted Payments to the Borrower and dividend payments or other Restricted Subsidiaries of the Borrower (and, distributions payable solely in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Person (other than Disqualified Equity Interests); (b) subject any Subsidiary of Parent may pay dividends or other distributions to compliance with a Loan Party (including, without limitation, distributions to a Loan Party upon the Approved Budgetreduction of capital (by whatsoever name called, including paid in capital, paid up capital or stated capital) of such Subsidiary), provided, that, no US Loan Party may pay dividends or other distributions to a Canadian Loan Party; (c) any Subsidiary of Parent may pay or make distributions to Parent that are used to make substantially contemporaneous payments of any of the Borrower may make Restricted Payments: following: (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrativeaccounting, legal, accounting administrative and similar expenses provided by third parties)other general corporate and overhead expenses, which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its the corporate existence; (iv) the proceeds existence of which shall be used Parent and to pay other operating costs, including customary salary, bonus and other benefits payable to to, and indemnities provided on behalf of, officers and employees of Parent and (ii) reasonable directors fees and to reimburse reasonable out-of-pocket expenses of the Borrower to the extent such salaries, bonuses board of directors of Parent and other benefits are attributable to the ownership any direct or operations of its Restricted Subsidiaries; and (v) to allow any indirect parent entity of Parent, in each case in an amount not more than the Borrower to pay portion of such fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable as are reasonably and in good faith allocable to the ownership or operations operation of the Borrower Parent and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower Subsidiary of Parent may pay or any Subsidiaries make distributions to Parent that are used to make substantially contemporaneous payments to, and Parent may make payments to, repurchase or redeem Equity Interests and options to purchase Equity Interests of the Borrower are members of a consolidatedParent held by officers, combineddirectors or employees or former officers, unitarydirectors or employees (or their transferees, estates or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”beneficiaries under their estates) of which the BorrowerParent pursuant to any management equity subscription agreement, any direct employee agreement or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends stock option agreement or other distributionsagreement with such officer, directly director or indirectlyemployee or former officer, to the Borrower director or any Subsidiary employee; provided, that, (i) no Default or Event of Default shall have occurred and the Borrower may make such dividends be continuing or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due would result therefrom and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (xii) the amount of dividends permitted to be made under this Section 6.4(d) aggregate cash consideration paid for any taxable period all such payments, repurchases or redemptions shall not in any fiscal year of Parent exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund$1,000,000; (e) [reserved]Loan Parties may make other Restricted Payments not otherwise expressly provided for in this Section 6.9 provided, that the Specified Transaction Conditions have been is satisfied; (f) [reserved]Parent may repurchase its Equity Interests to the extent such repurchase is deemed to occur upon (i) the non-cash exercise of stock options to the extent such Equity Interests represents a portion of the exercise price of such options and (ii) the withholding of a portion of such Equity Interests to pay taxes associated therewith, and the purchase of fractional shares of Equity Interests of Parent or any Subsidiary arising out of stock dividends, splits or combinations or business combinations; (g) for each taxable year beginning after the Closing Date with respect to which the Parent is treated as a partnership or a disregarded entity for U.S. federal income tax purposes, Parent may make distributions, advances or other payments to each owner of its Equity Interests, in an amount equal to the product of (i) the portion of the Parent’s “taxable income” (as modified below) allocable to such member for such year and (ii) the highest combined marginal federal, state and/or local income tax rate applicable to any such owner for such year; provided that, for purposes of this clause (g), the Parent’s “taxable income” for any year shall be computed (A) without any deduction for any interest expense for such year attributable to any indebtedness of the Parent used to finance distributions (as determined in accordance with Treasury Regulation Section 1.163-8T) or any indebtedness treated as having refinanced any such indebtedness, or any other interest expense incurred by the Parent, that, in each case, is not treated as deductible for federal income tax purposes by each holder of Equity Interests issued by the Parent, and (B) by including any increases to taxable income for such year as a result of any tax examination, audit or other adjustment, whether for taxable years ended prior to or after the Closing Date; and (gh) subject other Restricted Payments not otherwise expressly provided for in this Section 6.9 in an aggregate amount not to the prior written consent exceed $500,000; provided, that, as of the Required Lendersdate of any such Restricted Payment and immediately after giving effect thereto, the Borrower may make Restricted Payments consisting no Default or Event of the cashless exercise of options Default shall have occurred and warrants of the Equity Interests of the Borrower or any of its Subsidiariesbe continuing.

Restricted Payments. DeclareDeclare or make, orderdirectly or indirectly, pay or make any Restricted Payment Payment, or incur any obligation (other than dividends payable solely in common stock of the Person making such dividendcontingent or otherwise) to do so, except that, without duplication: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower any Loan Party, and any other Restricted Subsidiaries Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the Borrower (and, type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests)is being made; (b) subject to compliance with the Approved Budget, the Borrower any Loan Party may make Restricted Payments:Payments to, or issue or sell any Equity Interests to, or accept any capital contribution from, any other Loan Party; (ic) to (1) purchase its the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests from present or former officers, directors, employees or consultants of such Person; (d) the Borrower or and each Subsidiary upon the death, disability or termination of employment or services of such individual, (2) may purchase, redeem or otherwise acquire any its Qualified Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) with the proceeds received from the substantially concurrent issue of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refundnew Qualified Equity Interests; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the repurchase its Equity Interests from current or former directors, officers or employees of the Borrower or any of its Subsidiaries, their estates, spouses or former spouses or make payments to such persons upon termination of employment or directorship, in connection with stock options, stock appreciation rights or other equity or equity-based incentives pursuant to incentive plans or in connection with the death or disability of such persons in an aggregate amount not to exceed $5,000,000 in any fiscal year; (f) the Borrower may repurchase, cancel or withhold Equity Interests to the extent (x) such repurchase is deemed to occur upon or in connection with the exercise or vesting of any options, warrants or other equity awards and (y) such Equity Interests (i) represent a portion of the purchase price of such options, warrants or other equity awards or (ii) are repurchased, cancelled or withheld to facilitate the satisfaction of any tax liabilities incurred upon or in connection with the exercise or vesting of any options, warrants or other equity awards; (g) the Borrower may make cash payments in lieu of issuing fractional or “odd lot” Equity Interests in connection with Permitted Acquisitions; and (h) in addition to the foregoing Restricted Payments, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments in an aggregate amount not to exceed $50,000,000 since the Amendment and Restatement Effective Date; provided that such amount may be increased by the amount of Cumulative Retained Excess Cash Flow.

Restricted Payments. DeclareDeclare or make, orderdirectly or indirectly, pay or make any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) except thatPayment, without duplicationexcept: (a) each Restricted Subsidiary may make Restricted Payments to the any Borrower and to other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other (i) a Borrower or such Restricted Subsidiary and (ii) to each other owner of Equity Interests of such Restricted Subsidiary based on its their relative ownership interests of the relevant class of Equity Interestsinterests); (b) subject to compliance with the Approved BudgetParent, the Borrower Borrowers and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests) of such Person; (c) to the extent constituting Restricted Payments, the Borrowers and the Restricted Subsidiaries may enter into transactions expressly permitted by Section 7.04, Section 7.05 or Section 7.08; (d) the Borrowers and the Restricted Subsidiaries may make Restricted PaymentsPayments to Parent: (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity Parent to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including including, without limitation, administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business business, in an aggregate amount not to exceed $1,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower Parent attributable to the ownership or operations of its the Borrowers and the Restricted Subsidiaries; (iiiii) the proceeds of which shall be used by the Borrower Parent to pay franchise or similar taxes and other fees fees, taxes and expenses required to maintain its Parent’s corporate existence; (iii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the proceeds of which will be used by Parent to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Parent (or, after a Qualifying IPO of UHS, UHS) held by any future, present or former employee, director, officer, member of management or consultant of Parent or any of its Subsidiaries (or the estate, family members, spouse or former spouse of any of the foregoing); provided that the aggregate amount of Restricted Payments made under this clause (e)(iv) does not exceed in any calendar year $2,500,000 (with unused amounts in any calendar year being carried over to succeeding calendar years); and provided further that such amount in any calendar year may be increased by an amount not to exceed (1) the cash proceeds from the sale of Equity Interests to employees, directors, officers, members of management or consultants of Parent or of its Subsidiaries that occurs after the Closing Date to the extent such proceeds constitute Eligible Equity Proceeds plus (2) the amount of any cash bonuses otherwise payable to employees, directors, officers, members of management or consultants of Parent or any of its Subsidiaries (or the estate, family members, spouse or former spouse of any of the foregoing) in connection with the Transactions that are foregone in return for the receipt of Equity Interests of Parent pursuant to a deferred compensation plan of such Person plus (3) the cash proceeds of key man life insurance policies received by Parent (to the extent such proceeds are contributed to UHS) or any Borrower or any Restricted Subsidiary after the Closing Date (provided that the Borrowers may elect to apply all or any portion of the aggregate increase contemplated by clauses (1), (2) and (3) above in any calendar year) less (4) the amount of any Restricted Payments previously made pursuant to clauses (1), (2) and (3) of this clause (d)(iv); (iv) to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing or consummation of such Investment or at future times as may be scheduled at the time of such closing or consummation to be made thereafter in connection therewith and (B) Parent shall, immediately following the closing or consummation thereof, cause or have caused (1) all property acquired (whether assets or Equity Interests) to be contributed to a Borrower or a Loan Party (or a Person that will become a Loan Party upon receipt of such contribution) or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into a Borrower or a Loan Party in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Section 6.12; (v) the proceeds of which shall be used by Parent to pay customary salary, bonus and other benefits payable to officers and employees make cash payments in lieu of the Borrower to issuance of fractional shares in connection with the extent exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Parent (or, after a Qualifying IPO of UHS, of UHS); provided that any such salariescash payment shall not be for the purpose of evading the limitations set forth in this Section 7.06 (as determined in good faith by the board of directors or the managing board, bonuses and other benefits are attributable to as the ownership case may be, of UHS (or operations of its Restricted Subsidiaries; andany authorized committee thereof)); (vvi) the proceeds of which shall be used by Parent for distribution to allow any parent entity of the Borrower Parent to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by any parent entity this Agreement; (vii) the proceeds of which shall be used by Parent to pay customary salary, bonus and other benefits payable to officers and employees of Parent to the Borrower that is extent such salaries, bonuses and other benefits are directly attributable to the ownership or operations of the Borrower Borrowers and its the Restricted Subsidiaries.; and (cviii) [reserved]; (d) for any taxable period for the proceeds of which shall be used by Parent to pay amounts owing pursuant to the Borrower Sponsor Management Agreement, or any Subsidiaries other amounts of the Borrower are members of a consolidatedtype described in Section 7.08(d) or Section 7.08(k), combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only in each case to the extent attributable to the Borrower and/or Subsidiaries of applicable payment would be permitted under the Borrower; provided that (x) the amount of dividends permitted applicable clause in Section 7.08 if such payment were to be made under this Section 6.4(dby a Loan Party; and (e) for any taxable period so long as (i) no Default or Event of Default shall not exceed the lesser of have occurred and be continuing or would result therefrom and (Aii) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries Leverage Ratio as of the Borrower had the Borrower and/or such Subsidiaries last day of the Borrower, as applicable, been immediately preceding four fiscal quarters was less than 6.5:1 (determined on a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) Pro Forma Basis after giving effect to the extent that such Taxes are attributable any Restricted Payment to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid made pursuant to this Section 6.4(d7.06(e)), any subsequent distributions pursuant in addition to this Section 6.4(d) shall be reduced by the foregoing Restricted Payments, Parent, the Borrowers and the Restricted Subsidiaries may make additional Restricted Payments to their respective shareholders in an amount not to exceed the Applicable Amount as in effect immediately prior to the time of the making of such refund; (e) [reserved]Restricted Payment; (f) [reserved]from and after a Qualifying IPO of UHS, UHS may make Restricted Payments, in each case in accordance with the provision thereof, deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; and (g) subject to the prior written consent so long as no Default or Event of the Required LendersDefault shall have occurred and be continuing or would result therefrom, the Borrower may make other Restricted Payments consisting of in an aggregate amount not to exceed $30,000,000 since the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its SubsidiariesClosing Date.

Restricted Payments. DeclareDeclare or make, orderdirectly or indirectly, pay or make any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) Payment, except that, without duplicationso long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) each Restricted Subsidiary of a Loan Party may make Restricted Payments to the Borrower and other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests)Loan Party; (b) subject to compliance the Loan Parties and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) in connection with the Approved BudgetSimon Group Acquisition, the reimbursement of Kynetic, LLC for expenses paid by Kynetic, LLC on behalf of the Lead Borrower may make Restricted Payments:and its Subsidiaries on or prior to the Simon Group Closing Date in an aggregate amount not to exceed $1,800,000;22 (d) the Lead Borrower may: (i) to (1) purchase make repurchases or redemptions of its Equity Interests from present (x) in connection with the exercise of stock options or former officers, restricted stock awards if such Equity Interests represent all or a portion of the exercise price thereof or (y) deemed to occur upon the withholding of a portion of such Equity Interests issued to directors, officers or employees or consultants of the Lead Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire under any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock option plan or other equity-based benefit plan or arrangementagreement for directors, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Lead Borrower to the extent cover withholding tax obligations of such salariesPersons in respect of such issuance, bonuses and (ii) make other benefits are attributable Restricted Payments, pursuant to the ownership and in accordance with stock option plans or operations of its Restricted Subsidiaries; and (v) to allow any parent entity other benefit plans or agreements for directors, officers and employees of the Borrower Lead Borrower; provided that, with respect to pay fees all transactions referred to in clauses (i) and expenses (other than to Affiliatesii) related to above, the aggregate amount of all such cash amounts shall not exceed $1,000,000 in the aggregate for any unsuccessful equity or debt offering by any parent entity of the Borrower Fiscal Year; provided, further, that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; this clause (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions shall not apply to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined Put Right or similar income Taxes of such Tax Group that are due and payable other mandatory purchase by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Lead Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved];the Lead Borrower may make repurchases or redemption of its Equity Interests if the consideration used to make such repurchase or redemption consists of the cancellation and forgiveness or satisfaction of (i) a promissory note in existence as of the Closing Date made by any executive officer of the Lead Borrower in favor of, and payable to, the Lead Borrower or (ii) the McWeeny Notes (provided that, to the extent ▇▇▇▇ ▇▇▇▇▇▇▇ is required to make any tax payments as a result of such cancellation and forgiveness or satisfaction of the McWeeny Notes, the consideration from any such repurchase by the Lead Borrower of its Equity Interests in connection therewith may also be used to fund the payment by ▇▇▇▇ ▇▇▇▇▇▇▇ of any such required tax payments in an aggregate amount not to exceed $925,000 (or such higher amount agreed to in writing by the Agent in its sole discretion)); and (f) [reserved]; and not later than forty-five (g45) days after the Simon Group Closing Date, the Lead Borrower may purchase and cancel vested options to purchase its common stock in an aggregate amount not to exceed $2,000,000. provided, however, the Loan Parties may only make a Restricted Payment in the form of Related Intellectual Property to any Person (other than another Loan Party) if such Restricted Payment is subject to the prior written consent a non-exclusive royalty-free license of such Intellectual Property in favor of the Required Lenders, Agent for use in connection with the Borrower may make Restricted Payments consisting exercise of rights and remedies of the cashless exercise of options and warrants Secured Parties under the Loan Documents in respect of the Equity Interests Collateral, which license shall be substantially similar to the license described in Section 6.1 of the Borrower Security Agreement (or any of its Subsidiariesotherwise reasonably satisfactory to the Agent.

Restricted Payments. DeclareOther than dividends, order, pay payments or make any Restricted Payment (other than dividends distributions payable solely in common stock Qualified Capital Stock of the Person making such dividend) , payment or distribution, declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, in each case, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any Subsidiary (collectively, “Restricted Payments”), except that, without duplication: (a) the Borrower may make NESP payments in an aggregate amount not to exceed $200,000,000 during the term of this Agreement; (b) each Restricted Subsidiary may make Restricted Payments to the Borrower Borrower, to any Guarantor and other Restricted to Wholly Owned Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Wholly Owned Subsidiary, to the Borrower, Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests Capital Stock or other equity interests of such Restricted Subsidiary on a pro rata basis based on its their relative ownership interests of the relevant class of Equity Interestsinterests); (bc) subject to compliance with the Approved Budgetso long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may make Restricted Payments:purchase, redeem or otherwise acquire shares of its common stock or other common equity interests or warrants or options to acquire any such shares, in each case, to the extent consideration therefor consists of the proceeds received from the substantially concurrent issue of new shares of Qualified Capital Stock; (d) (i) the Borrower may make a Restricted Payment to (1or to allow any direct or indirect parent thereof to) purchase its Equity Interests from pay for the repurchase, retirement or other acquisition of Capital Stock of the Borrower held by any future, present or former officers, directors, employees or consultants of any Group Member (or any spouses, successors, administrators, heirs or legatees of any of the Borrower or Subsidiary foregoing) upon the death, disability or termination of employment or services of such individual, and (2ii) any Group Member may purchase, redeem or otherwise acquire any Equity Interests Capital Stock from the present or former employees, officers, directors and consultants of the Borrower any Group Member (or any Subsidiary by net exercisespouses, net settlementsuccessors, net withholding administrators, heirs or otherwise, legatees of any of the foregoing) pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and ; provided that the aggregate amount of payments under this clause (3d) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business not exceed in any fiscal year plus $15,000,000 (with unused amounts in any reasonable and customary indemnification claims made by directors or officers fiscal year being carried over to succeeding fiscal years subject to a maximum of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; $50,000,000 in any fiscal year) plus, in each case, (iiix) the any proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering received by any parent entity Group Member after the date hereof in connection with the issuance of Qualified Capital Stock that are used for the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; purposes described in this clause (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, plus (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect net cash proceeds of any amounts paid pursuant “key-man” life insurance policies of any Group Member that have not been used to make any repurchases, redemptions or payments under this Section 6.4(dclause (d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; so long as (fx) [reserved]; and no Default or Event of Default shall have occurred and be continuing or would result therefrom and (gy) subject after giving pro forma effect to the prior written consent payment of such Restricted Payment, the Consolidated Leverage Ratio does not exceed 4.00 to 1.00 determined on a pro forma basis as of the Required Lendersdate of the most recent financial statements delivered hereunder, the Borrower may make Restricted Payments consisting (i) in an aggregate amount not to exceed $100,000,000 plus (ii) an amount equal to 50% of Consolidated Net Income for the period commencing January 1, 2013 and ending at the end of the cashless Borrower’s most recent fiscal period for which financial statements are available (treated for this purpose as a single accounting period); provided that the limitations under clauses (i) and (ii) shall not apply if, after giving pro forma effect to the payment of such Restricted Payment, the Consolidated Leverage Ratio does not exceed 2.00 to 1.00 determined on a pro forma basis as of the date of the most recent financial statements delivered hereunder; (f) [Reserved]; (g) [Reserved]; (h) the Borrower may make cash payments in lieu of issuing fractional shares in connection with the exercise of options and warrants warrants, options, or other securities convertible into or exchangeable for Capital Stock in an amount not to exceed $15,000,000 in any fiscal year; (i) the Borrower may make Restricted Payments constituting non-cash repurchases of the Equity Interests Capital Stock of the Borrower deemed to occur upon exercise of stock options or warrants (or equivalent) if such Capital Stock represents a portion of the exercise price of such options or warrants; (j) to the extent constituting Restricted Payments, any Group Member may enter into transactions expressly permitted by Sections 8.4, 8.5 and 8.7; and (k) the Borrower may (i) make payments in respect of its Subsidiariesconversion or exchange obligations with respect to any Convertible Debt, including by making cash payments in connection with any settlement upon conversion or exchange of any such Convertible Debt and (ii) make cash payments in lieu of issuing fractional shares in connection with the conversion or exchange of any Convertible Debt.

Restricted Payments. DeclareNone of Holdings, order, pay the Borrower or any of its Restricted Subsidiaries shall declare or make any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) except thatPayment, without duplicationexcept: (a) each Restricted Subsidiary may make Restricted Payments to Holdings, the Borrower and other its Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly wholly-owned Restricted Subsidiary, to Holdings, the Borrower, Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its their relative ownership interests of the relevant class of Equity Interests); (b) subject Holdings, the Borrower and each Restricted Subsidiary may declare and make dividend payments or other Restricted Payments payable solely in Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person; (c) repurchases of Equity Interests in Holdings (or any direct or indirect parent thereof), the Borrower or any of its Restricted Subsidiaries deemed to compliance occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (d) the repurchase, retirement or other acquisition (or dividends to Holdings or any direct or indirect parent of Holdings to finance any such repurchase, retirement or other acquisition) for value of Equity Interests of the Borrower, Holdings or any direct or indirect parent of Holdings held by any future, present or former employee, director or consultant of the Borrower or Holdings or any direct or indirect parent of Holdings or any of its Subsidiaries pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate amounts paid under this clause (d) do not exceed (i) $5,000,000 in any calendar year or (ii) subsequent to the consummation of an underwritten Qualified IPO of Holdings or any direct or indirect parent thereof, as the case may be, $5,000,000 in any calendar year (with unused amounts in any calendar year being permitted to be carried over to succeeding calendar years subject, subsequent to the consummation of a Qualified IPO of Holdings or any direct or indirect parent thereof, to a maximum of $10,000,000 in the aggregate in any calendar year); provided, further, that such amount in any calendar year may be increased by an amount not to exceed: (i) the Net Proceeds received by Holdings, the Borrower or any of its Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified Equity Interests) of Holdings or any direct or indirect parent of Holdings (to the extent contributed to Holdings) to members of management, directors or consultants of Holdings, the Borrower or any of its Restricted Subsidiaries or any other direct or indirect parent of Holdings that occurs after the Closing Date; plus (ii) the Net Proceeds of key man life insurance policies received by Holdings or any other direct or indirect parent of Holdings (to the extent contributed to Holdings), the Borrower and its Restricted Subsidiaries after the Closing Date; less (iii) the amount of any Restricted Payments previously made with the Approved Budgetcash proceeds described in clauses (i) and (ii) of this Section 7.06(d); (e) [Reserved]; (f) if the Total Leverage Ratio determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such Restricted Payment had been made on the last day of such four quarter period, (A) is less than or equal to 3.50:1.00, Holdings and the Borrower may make Restricted PaymentsPayments in an aggregate amount equal to the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided that no Default has occurred and is continuing or would result therefrom or (B) is less than or equal to 2.50:1.00, Holdings and the Borrower may make Restricted Payments in an unlimited amount; (g) Holdings, the Borrower or any of its Restricted Subsidiaries may make Restricted Payments to Holdings or any direct or indirect parent of Holdings: (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant pay amounts equal to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs fees and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses taxes) required to its maintain its the corporate existence; (iv) existence of Holdings or any direct or indirect parent of Holdings, the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to to, and indemnities provided on behalf of, officers and employees of Holdings or any direct or indirect parent of Holdings, if applicable, and the Borrower general corporate operating and overhead expenses of Holdings or any direct or indirect parent of Holdings, if applicable, in each case to the extent such fees, expenses, salaries, bonuses bonuses, benefits and other benefits indemnities are attributable to the ownership or operations operation of Holdings and its Subsidiaries; (ii) to pay, if applicable, amounts equal to amounts required for Holdings or any direct or indirect parent of Holdings, if applicable, to pay interest and/or principal on Indebtedness the proceeds of which have been contributed to Holdings, the Borrower or any of its Restricted Subsidiaries and that has been guaranteed by, or is otherwise considered Indebtedness of Holdings, the Borrower or any of its Restricted Subsidiaries incurred in accordance with Section 7.03; provided that the aggregate amount of Restricted Payments made pursuant to this clause (g)(ii) shall not exceed the amount of such proceeds that have been contributed to Holdings, the Borrower or any of its Restricted Subsidiaries; and (viii) to allow any parent entity of the Borrower to pay fees and expenses (incurred by Holdings or any direct or indirect parent of Holdings, other than to Affiliates) Affiliates of Holdings, related to any unsuccessful equity or debt offering by any of such parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries. (c) [reserved]; (dh) payments made or expected to be made by Holdings, the Borrower or any of its Restricted Subsidiaries in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options; (i) the payment of any dividend or other distribution within sixty (60) days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of Section 7.06; (j) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Equity Interests of Holdings, the Borrower or any of its Restricted Subsidiaries issued or incurred in accordance with Section 7.03; (k) Holdings, the Borrower or any of its Restricted Subsidiaries may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination thereof or any Permitted Acquisition and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; (l) Holdings, the Borrower and/or any of the Subsidiaries of Holdings or the Borrower may (i) make Restricted Payments to any direct or indirect parent of Holdings to pay any franchise Taxes required to maintain its corporate existence and (ii) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parentHoldings, the Borrower and and/or any of the Borrower’s Subsidiaries may make dividends of Holdings or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company is a member of the Borrower) to permit the parent of the Tax Group to pay any a group filing a consolidated, combined or similar income Taxes tax return of such Tax Group that are due and payable by the which any direct or indirect parent of Holdings is the common parent, Holdings may make payments of dividends or other distributions to such Tax Group for direct or indirect parent to pay consolidated or combined federal, state, local and/or foreign income taxes imposed on such taxable period, but only direct or indirect parent to the extent such income taxes are attributable to the income of Holdings, the Borrower and/or the Subsidiaries of Holdings or the Borrower; provided provided, however, that (x) the amount of dividends such payments in respect of any taxable period does not, in the aggregate, exceed the amount that Holdings, the Borrower and/or the Subsidiaries of Holdings or the Borrower that are members of such consolidated or combined group would have been required to pay in respect of such federal, state, local and/or foreign income taxes (as the case may be) in respect of such taxable period if Holdings, the Borrower and/or the Subsidiaries of Holdings or the Borrower paid such income taxes directly as a stand-alone consolidated or combined income tax group (reduced by any such taxes paid directly by Holdings, the Borrower or any Subsidiary of Holdings or the Borrower) and (y) the permitted payment pursuant to be made under this Section 6.4(dclause (l)(ii) with respect to any income of any Unrestricted Subsidiary of Holdings or the Borrower for any taxable period shall not exceed the lesser of (A) be limited to the amount of actually paid in cash with respect to such Taxes that would have been due and payable period by such Unrestricted Subsidiary to Holdings, the Borrower and/or the applicable Subsidiaries or any Restricted Subsidiary of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (Holdings or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for the purposes of paying such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]consolidated or combined income taxes; and (gm) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its SubsidiariesSpecial Dividend.

Restricted Payments. DeclareDeclare or make, orderdirectly or indirectly, pay or make any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) except thatPayment, without duplicationexcept: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower Company and to other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, Company and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its their relative ownership interests of the relevant class of Equity Interests); (b) subject Holdings, Company and each Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 6.3) of such Person; (c) so long as no Default shall have occurred and be continuing or would result therefrom, from and after the date Company delivers an irrevocable written notice to compliance the Administrative Agent stating that Company will make Restricted Payments to Holdings that are used by Holdings solely to fund cash interest payments required to be made by Holdings and permitted to be made by Holdings under this Agreement (the “Holdings Restricted Payments Election”), Company may make such Restricted Payments to Holdings; (d) Restricted Payments made on the Closing Date to consummate the Transaction; (e) to the extent constituting Restricted Payments, Holdings, Company and its Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 6.4 or 6.8 other than Section 6.8(f); (f) repurchases of Equity Interests in Holdings, Company or any Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (g) Holdings may pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Holdings (or of any such parent of Holdings) by any future, present or former employee or director of Holdings (or any direct or indirect parent of Holdings) or any of its Subsidiaries in connection with the Approved Budgettermination of employment, the Borrower death or disability of such individual pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee or director of Holdings or any of its Subsidiaries; (h) Company and its Subsidiaries may make Restricted PaymentsPayments to Holdings: (i) the proceeds of which will be used to pay (1or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant tax liability to the terms each relevant jurisdiction in respect of any employee stock optiontax returns for the relevant jurisdiction of Holdings (or such parent) attributable to Holdings, incentive stock Company or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing DateSubsidiaries; (ii) the proceeds of which shall be used by a parent entity Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business business, in an aggregate amount, together with loans and advances to Holdings made pursuant to Section 6.2(m) in lieu of Restricted Payments permitted by this sub-clause (ii), not to exceed $1,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower Holdings (or any parent thereof) attributable to the ownership or operations of Company and its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower Holdings to pay franchise or similar taxes and other fees fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence; (iv) the proceeds of which shall be used by Holdings to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its make Restricted Subsidiaries; andPayments permitted by Section 6.6(g); (v) to finance any Investment permitted to be made pursuant to Section 6.2; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to Company or its Subsidiaries or (2) the merger (to the extent permitted in Section 6.4) of the Person formed or acquired into Company or its Subsidiaries in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Sections 5.12 and 5.13; and (vi) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent entity of the Borrower thereof to pay pay) fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]Agreement; and (gi) subject in addition to the prior written consent of the Required Lendersforegoing Restricted Payments and so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower Company may make additional Restricted Payments consisting to Holdings after the Closing Date the proceeds of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its Subsidiaries.which may be utilized by

Restricted Payments. Declare, order, Declare or pay or make any Restricted Payment dividend (other than dividends payable solely in common stock or other common equity interests of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, in each case, 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 or any Subsidiary (collectively, “Restricted Payments”), except that, without duplication: (a) any Subsidiary may make Restricted Payments to the Borrower or any Subsidiary Guarantor or any other Person that owns a direct equity interest in such Subsidiary in proportion to such Person’s ownership interest in such Subsidiary; (b) each Restricted Subsidiary may make Restricted Payments to the Borrower and other Restricted to Wholly Owned Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Wholly Owned Subsidiary, to the Borrower, Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests Capital Stock or other equity interests of such Restricted Subsidiary on a pro rata basis based on its their relative ownership interests of the relevant class of Equity Interestsinterests); (bc) subject so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Holdings may purchase, redeem or otherwise acquire shares of its common stock or other common equity interests or warrants or options to compliance with acquire any such shares, in each case, to the Approved Budget, extent consideration therefor consists of the Borrower may make Restricted Payments:proceeds received from the substantially concurrent issue of new shares of Qualified Capital Stock (other than any Specified Equity Contribution); (d) (i) Holdings may make a Restricted Payment to (1or to allow any direct or indirect parent thereof to) purchase its Equity Interests from pay for the repurchase, retirement or other acquisition of Capital Stock of Holdings (or any direct or indirect parent thereof) held by any future, present or former officers, directors, employees or consultants of any Group Member (or any spouses, successors, administrators, heirs or legatees of any of the Borrower or Subsidiary foregoing) upon the death, disability or termination of employment or services of such individual, and (2ii) any Group Member may purchase, redeem or otherwise acquire any Equity Interests Capital Stock from the present or former employees, officers, directors and consultants of the Borrower any Group Member (or any Subsidiary by net exercisespouses, net settlementsuccessors, net withholding administrators, heirs or otherwise, legatees of any of the foregoing) pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement; provided that the aggregate amount of payments under this clause (d) shall not exceed in any fiscal year $2,500,000 (with unused amounts in any fiscal year being carried over to succeeding fiscal years subject to a maximum of $5,000,000 in any fiscal year) plus, and in each case, (3x) consummate ordinary course any proceeds received by any Group Member after the date hereof in connection with the issuance of Qualified Capital Stock (other than any Specified Equity Contribution) that are used for the purposes described in this clause (d) plus (y) the net settlements made pursuant cash proceeds of any “key-man” life insurance policies of any Group Member that have not been used to its equity incentive program as in effect on the Closing Datemake any repurchases, redemptions or payments under this clause (d); (e) Holdings and the Borrower may make additional Restricted Payments in an aggregate amount not to exceed the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (e); (f) the Borrower may make Permitted Tax Distributions; (i) to the extent actually used by Holdings to pay such taxes, costs and expenses, the Borrower may make Restricted Payments to or on behalf of Holdings in an amount sufficient to pay franchise or similar taxes or fees required to maintain the legal existence of Holdings, (ii) the proceeds Borrower may make Restricted Payments to or on behalf of which shall be used by a parent entity Holdings in an amount sufficient to pay its operating out-of-pocket legal, accounting and filing costs and other expenses incurred in the nature of overhead in the ordinary course of business and other corporate overhead costs and expenses of Holdings (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in or any fiscal year plus any reasonable and customary indemnification claims made by directors direct or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iiiindirect parent thereof) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits expenses are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity operation of the Borrower and the Subsidiaries in an aggregate amount not to exceed $4,000,000 in any fiscal year, (iii) the Borrower may make Restricted Payments to or on behalf of Holdings (or any direct or indirect parent thereof) to enable Holdings to pay fees fees, salaries, bonuses, expenses and indemnities owing to directors, officers and employees of Holdings (or any direct or indirect parent thereof) to the extent such expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly are attributable to the ownership or operations operation of the Borrower and its Subsidiaries.the Subsidiaries and (iv) the Borrower may make Restricted Payments to Holdings in an amount sufficient to pay any Public Company Costs; (ch) the Borrower may make Restricted Payments to Holdings (or any direct or indirect parent thereof) the proceeds of which are used to make cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options, or other securities convertible into or exchangeable for Capital Stock in an amount not to exceed $200,000 in any fiscal year; (i) Holdings may make Restricted Payments constituting non-cash repurchases of Capital Stock of Holdings (or any direct or indirect parent thereof) deemed to occur upon exercise of stock options or warrants (or equivalent) if such Capital Stock represents a portion of the exercise price and/or related tax liability of such options or warrants; (j) to the extent constituting Restricted Payments, any Group Member may enter into transactions expressly permitted by Sections 8.4, 8.5 or 8.7; (k) [reserved]; (dl) for any taxable period for which the Borrower may make Restricted Payments on its common stock (or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, Restricted Payments to Holdings or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company thereof to fund Restricted Payments on such entity’s common stock), following the consummation of a Qualified Public Offering, of up to 6% per annum of the Borrower net cash proceeds received by or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, contributed to the Borrower in or from any Subsidiary Qualified Public Offering; (m) Holdings and the Borrower may make such dividends or other distributions additional Restricted Payments (i) in an aggregate amount not to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of $15,000,000 minus (A) the amount of such Taxes that would have been due and payable by Restricted Debt Payments made in reliance on Section 8.8(a)(iii)(B) minus the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect outstanding amount of any amounts paid pursuant to this Investments made in reliance on Section 6.4(d8.7(e)(ii), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (en) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting to Holdings to fund Restricted Payments to be made by Holdings pursuant to clause (c), (d), (e), (f), (m) or (o) of the cashless exercise of options this Section 8.6; and (o) Holdings and warrants of the Equity Interests of the Borrower or any of its Subsidiariesmay make additional Restricted Payments so long as, after giving effect thereto on a pro forma basis, the Consolidated Leverage Ratio does not exceed 3.50 to 1.00.

Restricted Payments. DeclareThe Borrower will not, ordernor will the Borrower permit any other Credit Party to, pay directly or make indirectly, declare or pay, or incur any obligation (contingent or otherwise) to declare or pay, any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) except Payment; provided that, without duplication: (a) each Restricted Subsidiary any Person in which the Borrower directly or indirectly owns Equity Interests may make Restricted Payments to the Borrower and and/or other Persons owning Equity Interests in such Person, so long as any such Restricted Subsidiaries of Payment is, in each case, made to the Borrower (and, and/or such other Persons ratably in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner of accordance with their Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant same class of Equity Interests)or series therein; (b) subject to compliance with the Approved Budgetso long as no Default or Event of Default has occurred and is continuing, the Borrower may repurchase shares of its common stock, par value $0.01 per share, for an aggregate consideration of not more than $24,000,000; (c) the Borrower may declare and pay dividends and make Restricted Payments:other distributions and payments with respect to its Equity Interests, in each case, payable solely in its Equity Interests; (d) the Borrower may purchase or otherwise acquire Equity Interests in any Subsidiary using additional shares of its Equity Interests; (e) the Borrower may (i) to (1) purchase make repurchases or redemptions of its Equity Interests from present (A) in connection with the exercise of stock options or former officers, restricted stock awards if such Equity Interests represent all or a portion of the exercise price thereof or (B) deemed to occur upon the withholding of a portion of such Equity Interests issued to directors, officers or employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of under any employee stock option, incentive stock option plan or other equity-based benefit plan or arrangementagreement for directors, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower and the Subsidiaries to cover withholding tax obligations of such Persons in respect of such issuance and (ii) make other Restricted Payments, not exceeding $2,500,000 in the extent such salariesaggregate for any Fiscal Year, bonuses pursuant to and in accordance with stock option plans or other benefits are attributable to benefit plans or agreements for directors, officers and employees of the ownership or operations of its Restricted Borrower and the Subsidiaries; and (vf) to allow any parent entity of the Borrower may redeem any share purchase rights issued pursuant to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity that certain Rights Agreement, dated as of the Borrower that is directly attributable to the ownership or operations of March 11, 2003, between the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower Mellon Investor Services LLC, as Rights Agent, or any Subsidiaries share purchase rights issued pursuant to any successor rights agreement, in each case, in accordance with the terms of the Borrower are members of a consolidated, combined, unitary, such Rights Agreement or similar income tax group such successor rights agreement and for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from consideration not to exceed $0.01 per any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its Subsidiariesright.

Restricted Payments. Declare, order, Pay or declare or enter into any agreement to pay or otherwise become obligated to make any Restricted Payment (Payment, other than (i) dividends or distributions payable solely in additional shares of common stock of LGEC, (ii) conversion of Permitted Preferred Stock into common stock of LGEC, (iii) dividends on Permitted Preferred Stock which are paid solely in additional shares of Permitted Preferred Stock, (iv) cash dividends in respect of shares of Permitted Preferred Stock provided that at the Person making time of such dividendpayment and after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (v) except thatrequired payments but not prepayments of interest and principal on LGEC's 6% convertible notes due July 31, without duplication: 2003 which are outstanding on the date hereof, (avi) each Restricted Subsidiary may make Restricted Payments to payments (x) for the Borrower and repurchase, redemption, acquisition, cancellation or other Restricted Subsidiaries retirement for value of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on LGEC held by former managers and employees of a Credit Party or its relative ownership interests of the relevant class of Equity Interests); Subsidiaries (bor their estates or beneficiaries under their estates) subject to compliance with the Approved Budget, the Borrower may make Restricted Payments: (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability disability, retirement or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock such former managers or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable periodformer employees, (y) to terminate options to purchase stock of LGEC owned by former managers and employees of a Credit Party or its Subsidiaries (or their estate or beneficiaries under their estates) upon the extent that death, disability, retirement or termination of employment of any such Taxes are attributable to former manager or former employee of such Credit Party or its Subsidiaries or (z) on promissory notes or other obligations representing the unpaid repurchase, redemption, acquisition or cancellation price for Equity Interests of the Borrower that are not Credit Parties, such Taxes must be funded LGEC owned by such Subsidiaries former managers and employees of such Credit Party and its Subsidiaries, in an amount not to exceed US$1,000,000 in the aggregate for (x),(y) and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant but, in each case, only if no Default or Event of Default is in existence or would be caused thereby; (vii) payments to this Section 6.4(da Credit Party by another Credit Party which is not a Borrower, and (viii) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject payments to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or Borrowers from any of its Subsidiariesother Credit Party.

Restricted Payments. DeclareDeclare or make, orderdirectly or indirectly, pay or make any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) Payment, except that, without duplicationso long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries of to the Borrower Guarantors (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, Borrower and any other Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on its their relative ownership interests interests) and any Subsidiary that is not a Guarantor may make Restricted Payments to any other Subsidiary and to each other owner of the relevant class capital stock or other Equity Interests of Equity Interests)such Subsidiary on a pro rata basis based on their relative ownership interests; (b) subject to compliance with the Approved Budget, the Borrower and each Guarantor may declare and make Restricted Payments:dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person; (ic) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) and each Guarantor may purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants shares of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive its common stock or other equity-based plan common equity interests or arrangement, and (3) consummate ordinary course net settlements made pursuant warrants or options to its equity incentive program as in effect on the Closing Date; (ii) acquire any such shares with the proceeds received from the substantially concurrent issue of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations new shares of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise common stock or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful common equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]interests; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends (i) repurchase or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group redeem for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the value Equity Interests of the Borrower held by present or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) upon their death, disability, retirement, severance or termination of employment or service or pursuant 103167989_7 to any management equity plan or stock option plan or any other management or employee benefit plan, agreement or arrangement, provided that the aggregate amount of its Subsidiariesall such repurchases or redemptions for value under this clause (i) shall not exceed $10,000,000 in any one fiscal year and (ii) make repurchases of Equity Interests deemed to occur upon the exercise of stock options if the Equity Interests represent a portion of the exercise price thereof or are withheld to satisfy tax withholding obligations attributable to the exercise or upon the vesting of restricted stock, restricted stock units or performance share units to the extent necessary to satisfy tax withholding obligations attributable to such vesting; and (e) the Borrower may make any Permitted Stock Repurchase; provided that, after giving effect to such Permitted Stock Repurchase, the aggregate amount of cash paid or payable for all Permitted Stock Repurchases (other than Permitted Stock Repurchases of Permitted Convertible Indebtedness) made after the Closing Date shall not exceed $100,000,000 during the term of this Agreement.

Restricted Payments. DeclareDeclare or make, orderdirectly or indirectly, pay or make any Restricted Payment Payment, or incur any obligation (other than dividends payable solely in common stock of the Person making such dividendcontingent or otherwise) to do so, except that, without duplicationso long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower US Borrower, wholly-owned Subsidiaries and any other Restricted Subsidiaries Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the Borrower (and, type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests)is being made; (b) subject the US Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the US Borrower and each Subsidiary may purchase, retain or otherwise withhold from the issuance to compliance employees, former employees, directors or former directors of the US Borrower or such Subsidiary, capital stock or other Equity Interests issued by the US Borrower or such Subsidiary in connection with the Approved Budgetissuance of such capital stock or other Equity Interests to such employees and directors pursuant to and in accordance with equity and compensation arrangements, including stock option plans or other benefit plans, in an amount not to exceed the Borrower may make Restricted Payments:aggregate amount federal, state and local taxes payable by such employees and directors in connection with the issuance of such capital stock or other Equity Interests pursuant to and in accordance with equity and compensation arrangements; (id) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the US Borrower or and each Subsidiary upon the death, disability or termination of employment or services of such individual, (2) may purchase, redeem or otherwise acquire any Equity Interests issued by it with the proceeds received from employees, officers, directors and consultants the substantially concurrent issue of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms new shares of any employee stock option, incentive its common stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refundEquity Interests; (e) [reserved]the US Borrower may declare or pay cash dividends to its stockholders; (f) [reserved]any Subsidiary that is not a wholly-owned Subsidiary may declare and make any cash dividend or other distribution with respect to any Equity Interests issued by it; and (g) subject to the prior written consent US Borrower may purchase, redeem or otherwise acquire for cash Equity Interests issued by it; provided, however, that if as of the Required Lenders, the Borrower may make Restricted Payments consisting end of the cashless exercise of options and warrants most recently completed fiscal quarter of the US Borrower the Consolidated Funded Debt to EBITDA Ratio is greater than 2.00 to 1.00, then the US Borrower shall not purchase, redeem or otherwise acquire Equity Interests issued by it if such purchase, redemption or other acquisition when taken together with all prior purchases, redemptions and other acquisitions of such Equity Interests made by the US Borrower on or after the First Amendment Effective Date (other than those made when the Consolidated Funded Debt to EBITDA Ratio was no greater than 2.00 to 1.00) would exceed the greater of (i) $150,000,000 and (ii) 15% times the amount of the Borrower or any Consolidated Net Worth as of its Subsidiariesthe end of the most recently completed fiscal year of the US Borrower.

Restricted Payments. DeclareThe Borrower shall not, nor shall permit any of its Subsidiaries to, directly or indirectly, declare, order, pay pay, make or make set apart any sum for any Restricted Payment (other than dividends payable solely in common stock of Payment, except for the Person making such dividend) except that, without duplicationfollowing: (ai) each Restricted Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries by any Subsidiary of the Borrower to any Loan Party and (and, in the case of a ii) Restricted Payment Payments by a non-wholly owned Restricted Subsidiary, Wholly-Owned Subsidiary of the Borrower to its shareholders generally so long as the Borrower, Borrower or any other Restricted Subsidiary and to each other owner of Equity Interests of which owns the equity interest or interests in the non-Wholly-Owned Subsidiary paying such Restricted Subsidiary dividends receives at least its proportionate share thereof (based on its relative ownership holdings of equity interests in the non-Wholly-Owned Subsidiary paying such dividends and taking into account the relative preferences, if any, of the relevant class various classes of Equity Interestsequity interests in such Subsidiary); (b) subject to compliance with dividends and distributions declared and paid on the Approved Budget, common Stock of the Borrower may make Restricted Paymentsand payable only in common Stock of the Borrower; (c) cash dividends on the Stock of the Borrower to Holdings paid and declared in any Fiscal Year solely for the purpose of funding the following: (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants ordinary operating expenses of Holdings not in excess of $4,000,000 in the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire aggregate in any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing DateFiscal Year; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower Holdings attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries; (iii) payments by Holdings in respect of foreign, federal, state or local taxes owing by Holdings in respect of the proceeds of which shall Borrower and its Subsidiaries, but not greater than the amount that would be used payable by the Borrower to pay franchise and its Subsidiaries, on a consolidated, combined or similar taxes and other fees and expenses required to maintain its corporate existenceunitary basis; (iv) the proceeds of which shall Restricted Payments permitted to be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiariesmade by Holdings under clause (f) below; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering (whether or not successful) permitted by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]this Agreement; (d) Restricted Payments by the Borrower to pay (or make Restricted Payments to allow the Holdings to pay) for the repurchase, retirement or other acquisition or retirement for value of common Stock of the Borrower or Holdings held by any taxable period future, present or former employee, director or consultant of the Borrower, Holdings or any of their Subsidiaries pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or may make Restricted Payments in respect of SARs; provided, however, that the aggregate amount of Restricted Payments made under this clause (d) does not exceed in any calendar year $10,000,000 (which shall increase to $20,000,000 subsequent to a Qualifying IPO) (with unused amounts in any calendar year being permitted to be carried over to the two succeeding calendar years); provided, further, that such amount in any calendar year may be increased by an amount not to exceed (i) the Net Cash Proceeds from the sale of Stock (other than Disqualified Stock or Permitted Cure Securities) to members of management, directors or consultants of Holdings or its Subsidiaries that occurs after the Closing Date plus (ii) the amount of any cash bonuses otherwise payable to members of management, directors or consultants of Holdings or any of its Subsidiaries in connection with the Transactions that are foregone in return for which the receipt of Stock of the Borrower or Holdings pursuant to a deferred compensation plan plus (iii) the cash proceeds of key man life insurance policies received by Holdings, the Borrower or its Subsidiaries after the Closing Date (provided, that Holdings may elect to apply all or any portion of the aggregate increase contemplated by clauses (i), (ii) and (iii) above in any calendar year) less (iv) the amount of any Restricted Payments previously made pursuant to clauses (i), (ii) and (iii) above; and provided, that, for the avoidance of doubt, as contemplated by this clause (d), cancellation of Indebtedness owing to the Borrower or any Subsidiaries of the Borrower are Subsidiary from members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) management of which the BorrowerHoldings, any direct or indirect parent company of Holdings, the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s its Subsidiaries may make dividends in connection with a repurchase of equity interests of Holdings or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) Holdings will not be deemed to permit the parent constitute a Restricted Payment for purposes of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund8.5; (e) [reserved]; (fi) [reserved]; the repurchase of Stock or Subordinated Debt, if such repurchase is completed through the issuance of Stock or new Permitted Subordinated Indebtedness, (ii) regularly scheduled or otherwise required repayments or redemptions of Subordinated Debt and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its Subsidiaries.

Restricted Payments. DeclareNone of Holdings, order, pay the Borrower nor any of the Restricted Subsidiaries shall declare or make any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) except thatPayment, without duplicationexcept: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and any Restricted Subsidiary of the Borrower may declare and pay dividends to, repurchase its Equity Interests from or make other distributions to, the Borrower or to any wholly owned Subsidiary that is a Restricted Subsidiaries Subsidiary of the Borrower (andor, in the case of a Restricted Payment by a non-wholly owned Subsidiaries that are Restricted SubsidiarySubsidiaries, to the Borrower, Borrower or any other Restricted Subsidiary subsidiary that is a direct or indirect parent of such subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary subsidiary on a pro rata basis (or more favorable basis from the perspective of the Borrower or such subsidiary) based on its their relative ownership interests of the relevant class of Equity Interestsinterests); (b) subject to compliance with the Approved Budget, the Borrower and each Restricted Subsidiary may declare and pay dividends or make Restricted Payments: other distributions to Holdings (i) to (1) purchase in any fiscal year in respect of overhead of Holdings or its Equity Interests from present direct or former officersindirect owners, directorsincluding, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrativewithout limitation, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes professional fees and other fees and expenses in connection with the maintenance of its existence and other overhead of Holdings or its direct or indirect owners in connection with its ownership of the Borrower and its Subsidiaries, (ii) in respect of franchise Taxes and other Taxes solely required to maintain its corporate existence; ; and (iviii) the proceeds of which shall be used to pay customary salary, bonus at such times and other benefits payable to officers and employees of the Borrower to the extent in such salaries, bonuses and other benefits amounts as are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) necessary to permit the parent of an affiliated group of corporations making a consolidated return for U.S. federal income tax purposes (or any similar group for U.S. state or local tax purposes) that includes the Tax Group Borrower and its Subsidiaries to pay any the portion of the consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable periodliability, but only to the extent attributable to taxable income of the Borrower and/or Subsidiaries of the Borrowerits Subsidiaries; provided that that, (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period no such payments shall not exceed the lesser of (A) the amount of such Taxes income tax liability that would have been due and payable by imposed on the Borrower and/or the applicable Subsidiaries had such entity(ies) filed a consolidated return on a stand-alone basis and (y) the permitted payment pursuant to this clause (iii) with respect to any Tax liability of any Unrestricted Subsidiary shall be limited to the amount actually paid by such Unrestricted Subsidiary to the Borrower had or the Restricted Subsidiaries for the purposes of paying such Taxes; (c) the Borrower and/or and each Restricted Subsidiary may repurchase, redeem or otherwise acquire or retire (or make dividends or distributions to Holdings to finance any such Subsidiaries repurchase, redemption or other acquisition or retirement) for value any Equity Interests of the Borrower, as applicableHoldings or any Subsidiary held by any current or former officer, been a stand-alone corporate taxpayer (director, consultant or a stand-alone corporate Tax Group) and (B) the actual Tax liability employee of the Borrower, Holdings or any Subsidiary pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement and Restricted Subsidiaries may declare and pay dividends to the Borrower or any other Restricted Subsidiary the proceeds of which are used for such taxable periodpurposes, (y) to provided that the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the aggregate amount of such refundpurchases or redemptions under this Section 7.06(c) shall not exceed in any fiscal year $2,500,000 which, if not used in any year, may be carried forward to the next subsequent calendar year; (d) non-cash repurchases of Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the exercise price of such options; (e) [reserved]so long as (x) no Event of Default shall have occurred and is continuing or would result therefrom and (y) on a Pro Forma Basis giving effect thereto as if such Restricted Payment had been made at the beginning of the Test Period most recently-ended and recomputed as of the last day of the most recently ended fiscal quarter of Holdings for which financial statements required by Section 6.01 have been delivered, the Total Leverage Ratio is not greater than 3.75:1.00, the Borrower may declare and pay Restricted Payments in an aggregate amount up to the portion, if any, of the Available Amount Basket on the date of such dividend payment or distribution that the Borrower elects to apply to this Section 7.06(e); (f) [reserved]Restricted Payments in connection with the Transactions; (g) Holdings, the Borrower or any of the Restricted Subsidiaries may pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Business Acquisition; (h) to the extent constituting a Restricted Payment, the exchange or conversion of Equity Interests to Qualified Equity Interests or Indebtedness to the extent such Indebtedness is otherwise permitted under Section 7.03; (i) to the extent constituting a Restricted Payment, Liens permitted by Section 7.01, Investments permitted by Section 7.02, Indebtedness permitted by Section 7.03 and Dispositions permitted by Section 7.06; (j) any additional Restricted Payments so long as (i) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence of such Restricted Payment and (ii) immediately after giving effect to the making of such Restricted Payment, (x) the Total Leverage Ratio is less than 3.50:1.00 and (y) the First Lien Leverage Ratio is 2.50:1.00; and (gk) subject so long as no Event of Default shall have occurred and be continuing or would result therefrom and after giving effect to such Restricted Payments the prior written consent of the Required LendersBorrower is in pro forma compliance with Section 7.10, the Borrower may make regularly scheduled common stock dividends or distributions; provided that the aggregate amount of such dividends or distributions under this Section 7.06(k) shall not exceed in any fiscal year (x) if on a Pro Forma Basis giving effect thereto as if such Restricted Payments consisting Payment had been made at the beginning of the cashless exercise of options Test Period most recently-ended and warrants recomputed as of the Equity Interests last day of the Borrower or any most recently ended fiscal quarter of its SubsidiariesHoldings for which financial statements required by Section 6.01 have been delivered, the Total Leverage Ratio is not greater than 3.50:1.00, $10,000,000 and (y) otherwise, $7,500,000.

Restricted Payments. DeclareDeclare or make, orderdirectly or indirectly, pay or make any Restricted Payment Payment, except (other than dividends payable solely subject to the proviso in common stock of the Person making such dividend) except that, without duplication:Section 7.02(k)): (a) each Restricted Subsidiary may make Restricted Payments to (i) the Borrower and the Guarantors (other Restricted Subsidiaries of the Borrower than Holdings) and (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, ii) to the Borrower, any Persons (other Restricted Subsidiary and to each other owner than Holdings) that are holders of Equity Interests of such Restricted Subsidiary based on its Subsidiary; provided that any amount paid to any holder that is not a Loan Party shall not exceed such holder’s relative ownership interests percentage of the relevant such class or type of Equity Interests); (b) subject to compliance with the Approved Budget, the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests) of such Person; (c) the Restricted Subsidiaries may make Restricted PaymentsPayments to Holdings: (i) the proceeds of which will be used by Holdings to pay (1or to make a payment to any direct or indirect parent of Holdings to enable it to pay) purchase its Equity Interests from present the Tax liability for each relevant jurisdiction in respect of consolidated, combined, unitary or former officers, directors, employees affiliated returns filed by or consultants on behalf of Holdings or any direct or indirect parent thereof; provided that such proceeds are limited to the Tax liability attributable to the income of the Borrower and/or the other Restricted Subsidiaries or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary held by net exerciseHoldings, net settlementif any, net withholding or otherwise, pursuant to that are part of the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Dateapplicable tax group; (ii) the proceeds of which shall be used by a parent entity Holdings to pay its (or to make a payment to any direct or indirect parent of Holdings to enable it to pay) such entities’ operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including including, without limitation, administrative, legal, accounting and similar expenses provided by third parties)) attributable to the operations of the Borrower and/or the other Restricted Subsidiaries or the Equity Interests of the Borrower held by Holdings, which in each case that are reasonable and customary and incurred in the ordinary course of business business, in an aggregate amount not to exceed $2,500,000 in any fiscal year Fiscal Year of the Borrower plus any reasonable and customary indemnification claims made by directors or officers of the Borrower Holdings (or any direct or indirect parent thereof) attributable to the ownership or operations of its the Borrower and/or the other Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower Holdings to pay (or to make a payment to any direct or indirect parent of Holdings to enable it to pay) (A) franchise or similar taxes and other fees fees, taxes and expenses required to maintain its the corporate existence; existence of Holdings and (ivB) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower Holdings or its Subsidiaries to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and/or the other Restricted Subsidiaries, in an aggregate amount for clauses (iii)(A) and its Subsidiaries. (ciii)(B) [reserved]together not to exceed $2,000,000 in any Fiscal Year of the Borrower; (div) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) proceeds of which will be used by Holdings to pay for the Borrowerrepurchase, retirement or other acquisition or retirement for value of Equity Interests of Holdings held by any future, present or former employee, director, officer, member of management or consultant of Holdings or any direct or indirect parent company of the Borrower thereof, or any Subsidiary is of its Restricted Subsidiaries; provided that the common parentaggregate amount of Restricted Payments US_ACTIVE:\44299297\214\35899.0483 made under this clause (c)(iv) does not exceed in any Fiscal Year $2,000,000; and provided, further, that such amount in any calendar year may be increased by an amount not to exceed the Borrower and cash proceeds of key man life insurance policies received by Holdings (to the extent such proceeds are contributed to the Borrower’s Subsidiaries may make dividends ); (v) to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing or other distributionsconsummation of such Investment and (B) Holdings or the applicable parent company thereof shall, directly immediately following the closing or indirectlyconsummation thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or any Subsidiary a Loan Party other than Holdings (and the Borrower may make such dividends or a Person that will become a Loan Party (other distributions to any direct or indirect parent company of the Borrowerthan Holdings) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes upon receipt of such Tax Group that are due and payable by contribution) or (2) the parent of such Tax Group for such taxable period, but only merger (to the extent attributable permitted in Section 7.04) of the Person formed or acquired into a Loan Party (other than Holdings) in order to consummate such Permitted Acquisition, in each case, in accordance with the Borrower and/or Subsidiaries requirements of Section 6.12; (vi) the proceeds of which shall be used by Holdings to make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Holdings in an aggregate amount not to exceed $2,000,000 in any Fiscal Year of the Borrower; provided that any such cash payment shall not be for the purpose of evading the limitations set forth in this Section 7.06 (xas determined in good faith by the board of directors or the managing board, as the case may be, of the applicable Restricted Subsidiary (or any authorized committee thereof)); (vii) the amount proceeds of dividends which shall be used by Holdings to pay amounts of the type described in Section 7.08(c) and 7.08(d), in each case to the extent the applicable payment would be permitted under Section 7.08(c) or 7.08(d) if such payment were to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries and in lieu of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Grouppayment being made under Section 7.08(c) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d7.08(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (gd) subject to the prior written consent so long as no Default or Event of the Required LendersDefault shall have occurred and be continuing or would result therefrom, the Borrower Holdings and its Restricted Subsidiaries may make Restricted Payments consisting in an aggregate amount that does not exceed the sum of the cashless exercise Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.10 after giving effect to such Restricted Payment and the use of options and warrants of the Equity Interests of the Borrower or any of its Subsidiariesproceeds thereof.

Restricted Payments. Declare, order, Declare or pay or make any Restricted Payment dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Group Member (collectively, “Restricted Payments”), except that, without duplication: (a) each Restricted any Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries of the Borrower (andor any Subsidiary Guarantor; provided, in the case of a Restricted Payment by a that any non-wholly owned Subsidiary Guarantor may make Restricted Subsidiary, Payments to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests)Group Member; (b) subject to compliance with the Approved Budgetso long as no Default or Event of Default shall have occurred and be continuing, the Borrower may make Restricted Payments: (i) pay dividends to (1) Holdings and Holdings may pay dividends to ABG to purchase its Equity Interests ABG common stock or common stock options from present or former officers, directors, officers or employees or consultants of the Borrower or Subsidiary any Group Member upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem officer or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Dateemployee; (iic) the proceeds of which shall be used by a parent entity Borrower may make Restricted Payments to Holdings to permit Holdings to (i) pay its operating corporate overhead expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iiiii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group taxes that are due and payable by Holdings or the parent of such Tax Group for such taxable period, but only to the extent attributable to Borrower; (i) the Borrower and/or Subsidiaries of may make Restricted Payments to Holdings to permit Holdings to pay dividends to any higher tier entity to provide for the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser payment of (A) the amount of such Parent Expenses, (B) Related Taxes and (C) any Taxes that would have been are due and payable by any Group Member as part of a consolidated group or which have been paid for the Borrower and/or account of any Group Member pursuant to the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) Sharing Agreement and (Bii) the actual Tax liability so long as no Default or Event of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must Default shall have occurred and be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenderscontinuing, the Borrower may make Restricted Payments consisting to Holdings to permit Holdings to make Restricted Payments to any Parent in an aggregate amount not to exceed $40,000,000, less the amount of Investments made pursuant to Section 7.7(u) and payments made under Section 7.8(a)(vi); (e) Investments permitted by Section 7.7; (f) any Subsidiary may make Restricted Payments (including in respect of management fees) to the holders of the cashless exercise Capital Stock of options and warrants such Subsidiary ratably based on the respective ownership interests of the Equity Interests of such holders; (g) the Borrower or any may make Restricted Payments to Holdings to permit Holdings to repay the ABG Convertible Notes in an aggregate amount not to exceed $250,000,000 (less the amount of its Subsidiariespayments made pursuant to Section 7.8(a)(iv); and (h) Restricted Payments in an aggregate amount not to exceed the Available Amount on the date such Restricted Payments are made.

Restricted Payments. DeclareWith respect to the Borrower and its Subsidiaries, orderdeclare or make, pay directly or make indirectly, any Restricted Payment Payment, or incur any obligation (other than dividends payable solely in common stock contingent or otherwise) to do so, or issue or sell any of the Person making such dividend) their respective Equity Interests, except that, without duplication: : (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries of the Borrower (and, solely upon and after the consummation of the Combination Transactions, each Subsidiary of Discovery) may declare and make dividend payments in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, cash with respect to the Borrower, any other Restricted Subsidiary and to each other owner class of Equity Interests of such Restricted Subsidiary based on its relative ownership interests to the then holders of the relevant class of such Equity Interests); Interests ratably according to their respective holdings; (b) subject the Borrower and each of its Subsidiaries (and, solely upon and after the consummation of the Combination Transactions, each of Discovery’s Subsidiaries) may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person to compliance with the Approved Budgetthen holders of such Equity Interests ratably according to their respective holdings; (c) solely upon and after the consummation of the Combination Transactions, the Borrower may declare and make Restricted Payments: dividend payments in cash to Discovery (directly or through any Subsidiary of Discovery) in an aggregate amount for any period not greater than an amount sufficient to permit Discovery to (i) make payments pursuant to (1) purchase its Equity Interests from present and in accordance with stock option plans or former officersother management plans for management or employees of Discovery, directors, employees or consultants of the Borrower or Subsidiary upon the deathand its Subsidiaries during such period, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) pay any Taxes of Discovery, the proceeds Borrower and its Subsidiaries which are due and payable, (iii) pay customary directors’ fees paid to the members of which shall be used by a parent entity to Discovery’s board of directors, in their capacity as such, and the reimbursement for necessary and reasonable out-of-pocket expenses of such members in their capacities as such, in each case arising from their direct service as members of such board of directors, (iv) pay its operating expenses incurred in the ordinary course overhead expenses of business and other corporate overhead costs and expenses Discovery (including administrative, legal, accounting and similar expenses provided by payable to third parties), which are reasonable (v) pay customary third party advisor fees and customary and incurred expenses owed by Discovery in the ordinary course of its business, (vi) pay customary director and officers insurance premiums owed by Discovery with respect to its officers and directors in the ordinary course of its business in any fiscal year plus any and (vii) pay customary and reasonable and customary indemnification claims made by directors or and officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; Discovery; (iiid) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and each of its Subsidiaries. Subsidiaries (cand, solely upon and after the consummation of the Combination Transactions, each Subsidiary of Discovery) [reserved]; may issue and sell their respective Equity Interests and may make Restricted Payments not otherwise permitted by this Section 7.06; provided that no Designated Default or any other Event of Default shall then exist and no Event of Default would result from such issuance and sale or such Restricted Payment, as the case may be, giving Pro Forma Effect to such issuance and sale or such Restricted Payment; (de) for any taxable period for which the Borrower or any Subsidiaries may issue and sell (i) its common Equity Interests; provided that no Change of Control would result from such issuance and sale; and (ii) the Borrower are members may issue and sell its Equity Interest in connection with grants of a consolidatedsuch securities and stock options with respect to such securities pursuant to employment, combinedbenefit plans, unitaryservice and severance arrangements with current and former officers, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrowerdirectors, any direct or indirect parent company consultants, advisors and employees of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (determined in good faith by the board of directors or a stand-alone corporate Tax Group) and (B) the actual Tax liability senior management of the Borrower for or such taxable periodSubsidiary, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; as applicable; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its Subsidiaries.Subsidiaries may make Restricted Payments pursuant to or in connection with the Transactions (including, for the avoidance of doubt, the Borrower Cash Distribution and any other Restricted Payments permitted under the Transaction Agreements); 82 1006836498v2

Restricted Payments. DeclareThe Borrower shall not, ordernor shall it permit any of its Restricted Subsidiaries to, (i) declare or pay any dividends on or make any Restricted Payment other distributions in respect of any class or series of its Equity Interests or (other than dividends payable solely in common stock ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its Equity Interests or any warrants, options, or similar instruments to acquire the Person making such dividend) except thatsame (all the foregoing, without duplication“Distributions”); provided, however: (a) each Restricted any Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries of the Borrower may make Distributions to its parent company (and, in the case of a Restricted Payment by a any non-wholly Wholly-owned Restricted Subsidiary, pro rata to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary its parent companies based on its their relative ownership interests of in the relevant class of Equity Interestsequity receiving such Distribution); (b) subject to compliance with the Approved Budgetso long as no Event of Default has occurred, is continuing or would result therefrom, the Borrower may make Restricted Payments: redeem, acquire, retire or repurchase (iand the Borrower may declare and pay Distributions, the proceeds of which are used to so redeem, acquire, retire or repurchase and to pay withholding or similar tax payments that are expected to be payable in connection therewith) to (1) purchase its Equity Interests from present (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Distributions to allow any of the Borrower’s direct or indirect parent companies to so redeem, retire, acquire or repurchase their equity) held by current or former officers, directorsmanagers, consultants, directors and employees (or consultants their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Borrower (or any direct or indirect parent thereof) and its Restricted Subsidiaries, with the Borrower or Subsidiary proceeds of Distributions from, seriatim, the Borrower, upon the death, disability disability, retirement or termination of employment of any such Person or services otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement; provided that the aggregate amount of Distributions made pursuant to this Section shall not exceed $40.0 million in any fiscal year; provided further that (x) such individualamount, if not so expended in the fiscal year for which it is permitted, may be carried forward for Distributions in the next two (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, fiscal years and (3y) consummate ordinary course net settlements Distributions made pursuant to its equity incentive program this clause (b) during any fiscal year shall be deemed made first in respect of amounts permitted for such fiscal year as provided above, second in effect on respect of amounts carried over from the Closing Datefiscal year two (2) years prior to such date pursuant to clause (x) above and third in respect of amounts carried over from the immediately preceding fiscal year prior to such date pursuant to clause (x) above; (iic) the Borrower may repurchase Equity Interests (or pay Distributions to permit any direct or indirect parent to repurchase Equity Interests) upon exercise of options or warrants if such Equity Interest represents all or a portion of the exercise price of such options or warrants; (d) the Borrower may pay Distributions, the proceeds of which shall be used by a to allow any direct or indirect parent entity of Borrower to pay (A)(w) its operating expenses incurred in the ordinary course of business and business, (x) other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in business, (y) fees and expenses related to any fiscal year plus debt or equity offering, investment or acquisition permitted hereunder (whether or not successful) and (z) any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership (or operations of its Restricted Subsidiaries; any parent thereof), in each case under this clause (iiiA) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits that are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. Restricted Subsidiaries and (cB) [reserved]other operating expenses and corporate overhead costs and expenses in an aggregate amount not to exceed $6.0 million in any fiscal year of the Borrower; (de) for the Borrower may make Distributions to Holdco in an amount sufficient to permit Holdco to make the Quarterly Distributions in the amount set forth in the Holdco LLC Agreement; (f) the Borrower may make Distributions in an aggregate amount not to exceed (x) so long as (A) no Event of Default has occurred, is continuing or would result therefrom and (B) the Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 6.22; provided that clauses (A) and (B) shall not prohibit Distributions within 60 days after the date of declaration thereof, if on the date of declaration the Distribution would have complied with clauses (A) and (B), the greater of $300.0 million and 4.0% of Consolidated Total Assets (measured as of the date of such Distribution and based upon the financial statements most recently delivered on or prior to such date pursuant to Section 6.1, but giving effect to any taxable period for which Specified Transaction occurring thereafter and on or prior to the date of determination) minus any amounts of intercompany advances pursuant to Section 6.17(u) pertaining to this clause (f)(x) plus (y) the Growth Amount at the time such Distribution is made (so long as in the case of any Distributions made in reliance on clause (a)(i) of the definition of Growth Amount (i) no Default or Event of Default has occurred, is continuing or would result therefrom and (ii) the Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such Distribution, is in compliance with the applicable Leverage Ratio set forth in Section 6.22; provided that clauses (i) and (ii) shall not prohibit Distributions within 60 days after the date the date of declaration thereof, if on the date of declaration the Distribution would have complied with clauses (i) and (ii)); (g) the Borrower may make Distributions to (i) redeem, repurchase, retire or otherwise acquire any (A) Equity Interests (“Treasury Capital Stock”) of the Borrower or any Subsidiaries Subsidiary or (B) Equity Interests of the Borrower are members any direct or indirect parent company of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, in the case of each of subclause (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Subsidiary) of, Equity Interests of the Borrower, or any direct or indirect parent company of the Borrower or any Subsidiary is to the common parent, extent contributed to the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to capital of the Borrower or any Subsidiary (“Refunding Capital Stock”) and (ii) declare and pay dividends on the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower may or a Subsidiary) of the Refunding Capital Stock; (h) Distributions the proceeds of which will be used to make such dividends cash payments in lieu of issuing fractional Equity Interests in connection with the exercise of warrants, options or other distributions securities convertible or exchangeable for Equity Interests of the Borrower (or its direct or indirect parent) in an amount not to exceed $0.2 million in any fiscal year; (i) to the extent constituting a Distribution, transactions permitted by Section 6.11 and 6.16; (j) Distributions by the Borrower (or to any direct or indirect parent company to fund a Distribution) of up to 6% of the Borrowernet cash proceeds received by (or contributed to the capital of) to permit the parent of Borrower in or from any Qualified Public Offering; (k) the Borrower may make payments in connection with the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the BorrowerReceivable Agreements; provided that (A) no Event of Default shall have occurred and be continuing or would result therefrom (provided that, notwithstanding the occurrence of an Event of Default, such payments shall be authorized if either (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of Termination Date has occurred or (Ay) the amount Required Lenders shall have waived such Event of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax GroupDefault) and (B) the actual Tax liability of Borrower shall be in compliance, on a Pro Forma Basis, with the Borrower for such taxable periodcovenants set forth in Section 6.22; (l) Distributions to Holdco or any direct or indirect parent thereof to fund payments required under any arrangements, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority agreements or plans in respect of any amounts paid pursuant to this Distributions permitted under Section 6.4(d6.18(b), (c) and (h) or withholding obligations in respect of any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refundDistributions permitted hereunder; (em) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of payments in connection with any tax receivable agreement with terms similar to those under the cashless exercise of options and warrants of the Equity Interests of Mercury TRA that are entered into by Vantiv, Holdco, the Borrower or any of its SubsidiariesRestricted Subsidiaries and the sellers with respect to any permitted Acquisition entered into by the Borrower or any of its Restricted Subsidiaries after the Second Restatement Effective Date; provided that (A) no Event of Default shall have occurred and be continuing or would result therefrom (provided that, notwithstanding the occurrence of an Event of Default, such payments shall be authorized if either (x) the Termination Date has occurred or (y) the Required Lenders shall have waived such Event of Default) and (B) the Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 6.22; (n) so long as (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) the Senior Secured Leverage Ratio does not exceed 4.80:1.00 (calculated on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b)) after giving effect thereto, the Borrower may make additional Distributions; provided that clauses (i) and (ii) shall not prohibit Distributions within 60 days after the date the date of declaration thereof, if on the date of declaration the Distribution would have complied with clauses (i) and (ii); and (o) Distributions in connection with Share Repurchases in an aggregate amount not to exceed $200.0 million.

Restricted Payments. DeclareDeclare or make, orderdirectly or indirectly, pay or make any Restricted Payment Payment, or incur any obligation (other than dividends payable solely in common stock of the Person making such dividendcontingent or otherwise) to do so, or issue or sell any Equity Interests or accept any capital contributions, except that, without duplicationso long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any Subsidiaries of any Borrower that are Guarantors and any other Restricted Subsidiary and Person that owns a direct Equity Interest in such Subsidiary, ratably according to each other owner their respective holdings of the type of Equity Interests Interest in respect of which such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests)Payment is being made; (b) subject to compliance with each Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the Approved Budget, the Borrower common stock or other common Equity Interests of such Person; (c) Group may make Restricted Payments: payments to Holdings in an amount not to exceed an amount necessary to permit Holdings to pay (i) to reasonable and customary corporate and operating expenses (1) purchase its Equity Interests from present or former officersincluding reasonable out-of-pocket expenses for legal, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or administrative and accounting services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary provided by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangementthird parties, and (3) consummate ordinary course net settlements made pursuant compensation, benefits and other amounts payable to its equity incentive program as officers and employees in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred connection with their employment in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third partiesto board of director observers), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iiiii) the proceeds of which shall be used by the Borrower to pay franchise fees or similar taxes and other fees and expenses required to maintain its corporate existence; , and (iviii) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees its proportionate share of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity tax liability of the Borrower to pay fees affiliated group of corporations that file consolidated Federal income tax returns (or that file state and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]local income tax returns on a consolidated basis); (d) for any taxable period for which Holdings may issue and sell its common Equity Interests, so long as the Borrower or any Subsidiaries Net Cash Proceeds thereof are applied to the repayment of Loans pursuant to Section 2.05(b)(iii), other than the case of the Borrower are members issuance and sale of a consolidatedExcluded Issuances which Holdings may issue and sell without applying the proceeds thereof (ie., combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”exercise price of options and warrants) of which the Borrower, any direct or indirect parent company to repayment of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the BorrowerLoans; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund;and (e) [reserved]; (f) [reserved]; and (g) the Loan Parties may make payments pursuant to the terms of their Management Agreements with each other, and make loans and advances in accordance with the terms of such Management Agreements, all of which will be subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its Subsidiariessubordination terms acceptable to Lender.

Restricted Payments. DeclareDeclare or make, orderdirectly or indirectly, pay any Restricted Payment, (or enter into any agreement which obligates any Loan Party or Restricted Subsidiary to make any Restricted Payment (other than dividends payable solely in common stock unless such agreement is conditioned upon either obtaining the consent of the Person Administrative Agent and Required Lenders to such transaction or the payment in full of the Obligations upon the making of such dividendRestricted Payment) except that, without duplicationso long as no Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any Restricted Payment described below or would result therefrom: (a) following the third anniversary of the Closing Date, if the Payment Conditions are satisfied, the Loan Parties may declare or make any Restricted Payment; (b) each Restricted Subsidiary of a Loan Party may make Restricted Payments to any Loan Party; (c) the Borrower Loan Parties and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person, so long as such dividends do not result in a Change of Control; (d) the Loan Parties and Restricted Subsidiaries of the Borrower may make payments (and, in the case of a or make Restricted Payment by a non-wholly owned Restricted Subsidiary, Payments to the BorrowerLead Borrower to pay) for the repurchase, any retirement or other Restricted Subsidiary and to each other owner acquisition or retirement for value of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests); (b) subject to compliance with the Approved BudgetLead Borrower held by any future, the Borrower may make Restricted Payments: (i) to (1) purchase its Equity Interests from present or former officersemployee, directorsdirector, employees consultant or consultants distributor (or any spouses, former spouses, domestic partners, executors, administrators, heirs, legatees or distributes of any of the Borrower or Subsidiary foregoing) of the Loan Parties upon the death, disability disability, retirement or termination of employment or services of any such individual, (2) purchase, redeem Person or otherwise acquire pursuant to any Equity Interests from employeesemployee or director equity plan, officersemployee or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, directors and consultants director, consultant or distributor of the Borrower Loan Parties in an aggregate amount after the Closing Date together with the aggregate amount of any loans or any Subsidiary by net exercise, net settlement, net withholding or otherwise, advances made in lieu of Restricted Payments permitted pursuant to Section 7.03 not to exceed $2,000,000 in any calendar year; provided, that, such amount in any calendar year may be increased by an amount to exceed the terms cash proceeds of any employee stock option, incentive stock or other equitykey-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on man life insurance policies received by the Loan Parties after the Closing Date; (iie) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salariesconstituting Restricted Payments, bonuses the Loan Parties and other benefits are attributable to the ownership or operations Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses Section 7.02 (other than to Affiliatesclause (k) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that definition of Permitted Investments), 7.04 or 7.09 so long as such Restricted Payment is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends otherwise permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved];7.06; and (f) [reservedReserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its Subsidiaries.

Restricted Payments. DeclareDeclare or make, orderdirectly or indirectly, pay or make any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) Payment, except that, without duplicationso long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower Borrower, the Guarantors and any other Restricted Subsidiaries Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the Borrower (and, type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests)is being made; (b) subject to compliance the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the Approved Budgetproceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) the Borrower and each Subsidiary may repurchase (i) Equity Interests upon the exercise of Equity Interests if such Equity Interests represent a portion of the exercise price of such Equity Interests and (ii) Equity Interests from any current or former officer, director, employee or consultant to comply with Tax withholding obligations relating to Taxes payable by such person upon the grant or award of such Equity Interests (or upon vesting thereof); not to exceed Five Hundred Thousand Dollars ($500,000) in the aggregate for each fiscal year of Borrower; (e) the Borrower and each Subsidiary may make Restricted Payments pursuant to and in accordance with stock incentive plans or other employee benefit plans for directors, officers or employees of Borrower or any Subsidiary; (f) so long as no Event of Default has occurred and is continuing or would arise after giving effect (including pro forma effect) thereto, the Borrower and each Subsidiary may make Restricted Payments: (i) to (1) purchase its Equity Interests from present or former officers, directors, directors or employees or consultants of the Borrower or any Subsidiary upon the death, disability disability, retirement or termination of employment or services service of such individualofficer, director or employee, in an aggregate amount not exceeding Five Million Dollars (2$5,000,000) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under aggregate during this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]Agreement; and (g) subject to other Restricted Payments, provided that at the prior written consent time of and on a pro forma basis immediately after the Required Lendersmaking of such Restricted Payments, the Borrower may make Restricted Payments consisting shall be in compliance on a pro forma basis with the financial covenants set forth in Section 7.11 recomputed as of the cashless exercise of options and warrants end of the Equity Interests period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or any of its Subsidiaries(b) after giving effect to such Restricted Payments.

Restricted Payments. DeclareThe Borrower shall not, ordernor shall it permit any of its Restricted Subsidiaries to directly or indirectly, (i) declare or pay any dividends on or make any Restricted Payment other distributions in respect of any class or series of its Equity Interests or (other than dividends payable solely in common stock ii) purchase, redeem, or otherwise acquire or retire any of its Equity Interests or any warrants, options, or similar instruments to acquire the Person making such dividend) except thatsame (all the foregoing, without duplication“Distributions”); provided that the following shall be permitted: (a) each Restricted any Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries of the Borrower may make Distributions to its parent company (and, in the case of a Restricted Payment by a any non-wholly Wholly-owned Restricted Subsidiary, pro rata to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary its parent companies based on its their relative ownership interests of in the relevant class of Equity Interestsequity receiving such Distribution); (b) subject to compliance with the Approved Budgetso long as no Event of Default has occurred, is continuing or would result therefrom, the Borrower may make Restricted Payments: redeem, acquire, retire or repurchase (iand the Borrower may declare and pay Distributions, the proceeds of which are used to so redeem, acquire, retire or repurchase and to pay withholding or similar tax payments that are expected to be payable in connection therewith) to (1) purchase its Equity Interests from present (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) held by current or former officers, directorsmanagers, consultants, directors and employees (or consultants their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of the Borrower or Subsidiary and its Restricted Subsidiaries, with the proceeds of Distributions from, seriatim, the Borrower, upon the death, disability disability, retirement or termination of employment of any such Person or services otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement; provided that the aggregate amount of Distributions made pursuant to this Section 6.20(b) shall not exceed $40 million in any fiscal year; provided further that (x) such individualamount, if not so expended in the fiscal year for which it is permitted, may be carried forward for Distributions in the next two (2) purchasefiscal years and (y) Distributions made pursuant to this clause (b) during any fiscal year shall be deemed made first in respect of amounts permitted for such fiscal year as provided above, redeem second in respect of amounts carried over from the fiscal year two (2) years prior to such date pursuant to clause (x) above and third in respect of amounts carried over from the immediately preceding fiscal year prior to such date pursuant to clause (x) above; (c) the Borrower may repurchase Equity Interests upon exercise of options or warrants if such Equity Interest represents all or a portion of the exercise price of such options or warrants; (d) repurchases of the Borrower’s common Equity Interests in an aggregate amount not to exceed $50 million; (e) Distributions in connection with the repurchase of the 2024 Convertible Notes (and any Permitted Refinancing thereof) and any warrants or similar rights related thereto; (f) the Borrower may make Distributions in an aggregate amount not to exceed (x) so long as (A) no Event of Default has occurred, is continuing or would result therefrom and (B) the Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such Distribution, does not exceed the lesser of the Leverage Ratio that is the then-applicable Leverage Ratio required under Section 6.24(a) hereof and 4.00 to 1.00 (provided that clauses (A) and (B) shall not prohibit Distributions within 60 days after the date of declaration thereof, if on the date of declaration the Distribution would have complied with clauses (A) and (B)), $725.0 million per fiscal year plus (y) the Available Amount at the time such Distribution is made (so long as (i) no Event of Default has occurred, is continuing or would result therefrom, (ii) the Borrower and its Restricted Subsidiaries are in compliance with Section 6.24(a) on a Pro Forma Basis, recomputed as of the last day of the most recently ended period for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b) and (iii) the Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such Distribution, is less 3.75:1.00; provided that clauses (i), (ii) and (iii) shall not prohibit Distributions within 60 days after the date of declaration thereof, if on the date of declaration the Distribution would have complied with clauses (i) and (ii)); (g) the Borrower may make Distributions to (i) redeem, repurchase, retire or otherwise acquire any Equity Interests from employees, officers, directors and consultants (“Treasury Capital Stock”) of the Borrower or any Subsidiary by net exerciseSubsidiary, net settlementin exchange for, net withholding or otherwise, pursuant out of the proceeds of the substantially concurrent sale (other than to the terms Borrower or a Subsidiary) of, Equity Interests of any employee stock optionthe Borrower (“Refunding Capital Stock”) and (ii) declare and pay dividends on the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Subsidiary) of the Refunding Capital Stock; (h) Distributions the proceeds of which will be used to make cash payments in lieu of issuing fractional Equity Interests in connection with the exercise of warrants, incentive stock options or other equity-based plan securities convertible or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on exchangeable for Equity Interests of the Closing DateBorrower; (i) to the extent constituting a Distribution, transactions permitted by Sections 6.11 (other than 6.11(b)) and 6.16 (other than 6.17(k)); (j) Distributions by the Borrower of up to 6.0% of the net cash proceeds received by the Borrower from any Qualified Public Offering or any other equity investment (other than Disqualified Equity Interests) in the Borrower; (k) so long as (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) the proceeds of which shall be used by Leverage Ratio does not exceed 2.75:1.00 (calculated on a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers Pro Forma Basis as of the Borrower attributable to last day of the ownership most recently ended period of four consecutive fiscal quarters for which financial statements have been or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses were required to maintain its corporate existence; be delivered pursuant to Section 6.1(a) or (ivb)) the proceeds of which shall be used to pay customary salaryafter giving effect thereto, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borroweradditional Distributions; provided that clauses (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Groupi) and (Bii) shall not prohibit Distributions within 60 days after the actual Tax liability date of declaration thereof, if on the Borrower for such taxable period, date of declaration the Distribution would have complied with clauses (yi) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(dii), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (fl) [reserved]; and (gm) subject to the prior written consent Distributions in respect of the Required LendersSeries A Convertible Perpetual Preferred Stock, par value $0.01 per share as in effect on the Borrower may make Restricted Payments consisting of Amendment No. 2 Effective Date (the cashless exercise of options and warrants of “Preferred Stock”) paid (i) in kind or (ii) in cash so long as the Equity Interests of the Borrower Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such Distribution, is equal to or any of its Subsidiariesless than 4.00:1.00.

Restricted Payments. DeclareThe Borrower shall not, order, pay or make nor shall it permit any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) except thatSubsidiary to, without duplicationdirectly or indirectly, declare or make, directly or indirectly, any Restricted Payment, except: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and or any other Restricted Subsidiaries of the Borrower Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its their relative ownership interests of the relevant class of Equity Interests); (b) subject to compliance with the Approved Budget, the Borrower and each Restricted Subsidiary may declare and make dividend payments or other Restricted Payments:Payments payable solely in the Equity Interests (other than Disqualified Equity Interests unless such Disqualified Equity Interests would be permitted by Section 7.03) of such Person; (i) to (1) purchase its repurchases of Equity Interests from present in the Borrower deemed to occur upon the exercise of stock options or former officerswarrants or the settlement or vesting of other equity awards if such Equity Interests represent a portion of the exercise price of such options or warrants, directors(ii) cash payments in lieu of the issuance of fractional shares in connection with the exercise of stock options, employees warrants or consultants other securities convertible into or exchangeable for Equity Interests of the Borrower or Subsidiary upon (iii) Restricted Payments made in respect of any other transaction involving fractional shares; provided, however, that any such cash payment shall not be for the deathpurpose of evading the limitations of this Agreement; (d) the Borrower may pay for the repurchase, disability retirement or termination other acquisition or retirement for value of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employeesof the Borrower held by any present or former employee, officersofficer, directors and consultants director or consultant of the Borrower or any Restricted Subsidiary or equity based awards held by net exercisesuch Persons, net settlementin each case, net withholding upon the death, disability, retirement or otherwise, termination of employment of any such Person or pursuant to the terms of any employee or director equity plan, employee or director stock option, incentive stock or other equity-based option plan or arrangementany other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, and (3) consummate ordinary course net settlements director, officer or consultant of the Borrower or any Restricted Subsidiary; provided, that the aggregate amount of Restricted Payments made pursuant to its equity incentive program as in effect on the Closing Date; this clause (iid) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses not exceed (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business i) $7,500,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of (ii) the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; then applicable Cumulative Credit plus (iii) the proceeds of which shall be used any key man insurance policies; provided, further, that to the extent that the aggregate amount of Restricted Payments made by the Borrower and the Restricted Subsidiaries pursuant to pay franchise or similar taxes this clause (d) in any fiscal year is less than the amount set forth above, 100% of the amount of such difference may be carried forward and other fees and expenses required used to maintain its corporate existencemake such Restricted Payments pursuant to this clause (d) in the next two succeeding fiscal years (provided, that any such amount carried forward shall be deemed to be used to make such Restricted Payments in any fiscal year after the amount set forth above for such fiscal year shall be deemed to be used to make such Restricted Payments for such fiscal year); (ive) the proceeds Borrower may make Restricted Payments in an aggregate amount not to exceed (x) together with (I) the aggregate amount of which shall be used to pay customary salaryInvestments made under sub-clause (x) of Section 7.02(p) and (II) the aggregate amount of prepayments, bonus redemptions, purchases, defeasances and other benefits payable payments made pursuant to officers and employees sub-clause (x) of Section 7.13(a)(vi), $30,000,000, plus (y) the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this subclause (y); provided, that with respect to any Restricted Payment made pursuant to this Section 7.06(e), (A) no Event of Default has occurred and is continuing or would result therefrom and (B) on a Pro Forma Basis after giving effect thereto the extent such salariesTotal Leverage Ratio is equal to or less than 2.00:1.00; (f) distributions or payments of Securitization Fees, bonuses sales, contributions and other benefits are attributable transfers of Securitization Assets or Receivables Assets and purchases of Securitization Assets or Receivables Assets pursuant to the ownership a Securitization Purchase Obligations, in each case in connection with a Qualified Securitization Financing or operations of its Restricted Subsidiaries; anda Receivables Facility; (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (cg) [reserved]; (dh) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Restricted Subsidiaries may make dividends a Restricted Payment in connection with the acquisition of additional Equity Interests in any Restricted Subsidiary from minority shareholders (in accordance with Section 7.08, if applicable); (i) Restricted Payments made (i) in respect of working capital adjustments or purchase price adjustments pursuant to any Permitted Acquisition or other distributions, directly or indirectly, permitted Investments (other than pursuant to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group7.02(x)) and (B) the actual Tax liability of the Borrower for such taxable period, (yii) to satisfy indemnity and other similar obligations under the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refundPermitted Acquisitions or other permitted Investments; (e) [reserved]; (fj) [reserved]; and (gk) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting in respect of the cashless exercise of options transactions related to (i) fundamental changes permitted under Section 7.04 and warrants of the Equity Interests of the Borrower or any of its Subsidiaries(ii) Investments permitted under Section 7.02 (other than clause (v) thereof).

Restricted Payments. Declare, order, Declare or pay any dividend or make any Restricted Payment other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any of its Equity Interests (other than dividends and distributions on Equity Interests payable solely in common stock by the issuance of additional Equity Interests (other than Disqualified Stock) of the Person making person paying such dividenddividends or distributions) except or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary to purchase or acquire) any Equity Interests of the Borrower or set aside any amount for any such purpose (other than through the issuance of additional Equity Interests (other than Disqualified Stock) of the Borrower) (the foregoing, “Restricted Payments”); provided, however, that, without duplication: (a) each Restricted any Subsidiary of the Borrower may make Restricted Payments to the Borrower and other Restricted Subsidiaries or to any Wholly-Owned Subsidiary of the Borrower (andor, in the case of a Restricted Payment by a non-wholly owned Restricted SubsidiaryWholly-Owned Subsidiaries, to the Borrower, Borrower or any other Restricted Subsidiary of the Borrower that is a direct or indirect parent of such Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary on a pro rata basis (or more favorable basis from the perspective of the Borrower or such Subsidiary) based on its their relative ownership interests of the relevant class of Equity Interestsinterests); (b) subject to compliance with the Approved Budget, the Borrower Restricted Payments may make Restricted Payments: be made (x) in respect of (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrativeoverhead, legal, accounting and similar other professional fees and expenses provided by third parties)of any Parent Entity, which are reasonable (ii) fees and customary and incurred in the ordinary course expenses related to any public offering or private placement of business in debt or equity securities of any fiscal year plus any reasonable and customary indemnification claims made by directors Parent Entity whether or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; not consummated, (iii) the proceeds of which shall be used by the Borrower to pay franchise or and similar taxes and other fees and expenses expenses, required to maintain its corporate any Parent Entity’s existence; , (iv) the proceeds of which shall be used to pay payments permitted by Section 6.07(b) (other than clauses (vii), (xxii) and (xxiii) thereof), and (v) customary salary, bonus and other benefits payable to officers to, and indemnities provided on behalf of, officers, directors and employees of any Parent Entity, in each case in order to permit any Parent Entity to make such payments; provided, that in the case of clauses (i), (ii) and (iii), the amount of such Restricted Payments shall not exceed the portion of any amounts referred to in such clauses (i), (ii) and (iii) that are allocable to the Borrower to or the extent such salaries, bonuses Subsidiaries and other benefits are attributable to the ownership or operations (y) in respect of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or and/or any of its Subsidiaries of the Borrower are members of a consolidated, combined, unitaryaffiliated, unitary or similar income tax group for U.S. federal and/or applicable state, local or foreign tax purposes of which any Parent Entity is the common parent, or for which the Borrower is a disregarded entity for U.S. federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrowerpurposes, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct Parent Entity in an amount not to exceed the amount of any such U.S. federal, state, local or indirect parent company of foreign taxes that the Borrower) to permit the parent of the Tax Group to pay any consolidatedBorrower and/or its Subsidiaries, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group as applicable, would have paid for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrowerits Subsidiaries, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refundgroup; (ec) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting may be made to any Parent Entity the proceeds of the cashless exercise of options and warrants of which are used to purchase or redeem the Equity Interests of the Borrower or any Parent Entity (including related stock appreciation rights or similar securities) held by then present or former directors, consultants, officers or employees of any Parent Entity, the Borrower or any of the Subsidiaries or by any Plan or any shareholders’ agreement then in effect upon such person’s death, disability, retirement or termination of employment or under the terms of any such Plan or any other agreement under which such shares of stock or related rights were issued; provided, that the aggregate amount of such purchases or redemptions under this paragraph (c) shall not exceed in any fiscal year (1) $15.0 million, plus (2) (x) the amount of net proceeds contributed to the Borrower that were received by any Parent Entity during such calendar year from sales of Equity Interests of any Parent Entity to directors, consultants, officers or employees of any Parent Entity, the Borrower or any Subsidiary in connection with permitted employee compensation and incentive arrangements, and (y) the amount of net proceeds of any key-man life insurance policies received during such calendar year, which, if not used in any year, may be carried forward to any subsequent calendar year, subject, with respect to unused amounts from clause (1) of this proviso that are carried forward, to an overall limit in any fiscal year of $30.0 million (which shall increase to $50.0 million subsequent to a Qualified IPO); and provided, further, that cancellation of Indebtedness owing to the Borrower or any Subsidiary of the Borrower from members of management of any Parent Entity, the Borrower or its SubsidiariesSubsidiaries in connection with a repurchase of Equity Interests of any Parent Entity will not be deemed to constitute a Restricted Payment for purposes of this Section 6.06; (d) noncash repurchases of Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the exercise price of such options; (e) Restricted Payments may be made in an aggregate amount equal to the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this Section 6.06(e), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided, that, (1) after giving effect to such Restricted Payment, the Senior Secured Leverage Ratio on a Pro Forma Basis shall not be greater than 4.25 to 1.00 and (2) the date of such Restricted Payment shall not occur during a Covenant Suspension Period or during the continuation of an Event of Default; (f) Restricted Payments may be made on or prior to the Escrow Release Date in connection with the consummation of the Transactions; (g) Restricted Payments may be made to allow any Parent Entity to make payments in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Equity Interests of any such person; (h) Restricted Payments may be made to any Parent Entity so that any Parent Entity may make Restricted Payments to its equity holders in an amount equal to 6% per annum of the net proceeds received by the Borrower from any public offering of Equity Interests of the Borrower or any Parent Entity; (i) Restricted Payments in an aggregate amount not to exceed the greater of $35.0 million and 1.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such Restricted Payment for which financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b); (j) any Restricted Payment made under any Operations Management Agreement; (k) [reserved]; (l) Restricted Payments may be made to any Parent Entity to finance any Investment permitted to be made pursuant to Section 6.04; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or a Subsidiary or (2) the merger, consolidation or amalgamation (to the extent permitted in Section 6.05) of the person formed or acquired into the Borrower or a Subsidiary in order to consummate such Permitted Business Acquisition or Investment, in each case, in accordance with the requirements of Section 5.10; and (m) Restricted Payments that are made with or in an amount equal to any Excluded Contributions. Notwithstanding anything to the contrary contained in this Article VI (including Section 6.04 and this Section 6.06), the Borrower will not, and will not permit any of the Subsidiaries of the Borrower to, make any Restricted Payment (whether in cash or otherwise) for the purpose of, directly or indirectly, (x) paying any dividend or making any distribution to or acquiring any Capital Stock of the Borrower or any Parent Entity from the Funds or (y) guarantee any Indebtedness of any Affiliate of the Borrower for the purpose of making any Restricted Payment to the Funds, in each case by means of utilization of the cumulative dividend and investment credit provided by use of the Cumulative Credit or the exceptions provided by Section 6.06(e) or pursuant to Section 6.04(j), (l), (w) or (ff), unless after giving effect to such payment, the Total Leverage Ratio on a Pro Forma Basis would be equal to or less than 6.00 to 1.00.

Restricted Payments. DeclareThe Company will not, orderand will not permit any Subsidiary to, declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Equity Interests of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Group Member (any such payment, a “Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) Payment”), except that, without duplication: (a) each Restricted Subsidiary the Company may make Restricted Payments to the Borrower and other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner form of Equity Interests of such Restricted Subsidiary based on its relative ownership interests (other than Disqualified Equity Interests) of the relevant class of Equity Interests)Company; (b) subject to compliance with the Approved BudgetCompany or any Subsidiary may redeem, the Borrower acquire or retire for value or may repurchase (or may make Restricted Payments: (iloans, distributions or advances to effect the same) to (1) purchase its Equity Interests from present current or former officers, directors, employees consultants and employees, including upon the exercise of options or consultants warrants for such Equity Interests, or any executive or employee savings or compensation plans, or, in each case to the extent applicable, their respective estates, spouses, former spouses or family members or other permitted transferees; (c) any Subsidiary (including an Excluded Subsidiary) may make Restricted Payments to its direct parent or to the Company or any Wholly Owned Subsidiary Guarantor; (d) the Company may make Restricted Payments to any member of the Borrower or Subsidiary upon Company to enable such Person to pay any taxes that would be due and payable by any such Person that are directly attributable to such Person’s ownership interest in the death, disability or termination of employment or services of such individual, (2Company as permitted in Section 4.4(b) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower Company’s LLC Agreement, as in effect on the date hereof; (e) any JV Subsidiary may make Restricted Payments required or any Subsidiary by net exercise, net settlement, net withholding or otherwise, permitted to be made pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds joint venture arrangements of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations holders of its Restricted Subsidiaries; (iii) Equity Interests, provided that the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower Company and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes have received their pro rata portion of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]Restricted Payments; (f) [reserved]the Company or any Subsidiary may make any other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (f) not to exceed US$500,000,000; and (g) subject to the prior written consent of the Required Lenders, the Borrower Company or any Subsidiary may make Restricted Payments consisting in an aggregate amount taken together with all other Restricted Payments made pursuant to clause (f) of this Section 6.5 or this clause (g) not to exceed 50% of the cashless exercise of options and warrants Consolidated Net Income of the Equity Interests Company for the period (taken as one accounting period) beginning on the first day of the Borrower fiscal quarter commencing after December 31, 2011 to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment; provided that at the time such Restricted Payment is made no Default or any Event of its SubsidiariesDefault shall have occurred and be continuing or shall occur as a result thereof.

Restricted Payments. DeclareDeclare or make, orderdirectly or indirectly, pay or make any Restricted Payment Payment, or incur any obligation (other than dividends payable solely in common stock of the Person making such dividendcontingent or otherwise) to do so, except that, without duplication: (a) each Subsidiary of the Borrower may make Restricted Payments (directly or indirectly) to any Loan Party other than the Parent; (b) the Borrower and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the Capital Stock of such Person; (c) the Borrower may make Restricted Payments to the Borrower and other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests); (b) subject to compliance with the Approved Budget, the Borrower may make Restricted Payments: (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, Parent pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to Tax Sharing Agreement for its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers proportionate share of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees tax liability of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership affiliated group of corporations that file consolidated federal income tax returns (or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity that file state or debt offering by any parent entity of the Borrower that is directly attributable to the ownership local income tax returns on a consolidated or operations of the Borrower and its Subsidiaries. (c) [reserved]combined basis); (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting to the Parent in an aggregate amount not to exceed $500,000 during any fiscal year to enable the Parent to repurchase shares of its Capital Stock held by departing directors, officers and employees; (e) the Borrower may make Restricted Payments to the Parent in an aggregate amount not to exceed $250,000 during any fiscal year to enable the Parent to pay its general operating expenses; (f) other Restricted Payments not to exceed an aggregate amount of (i) $500,000 during any fiscal year and (ii) $2,000,000 less the amount of Investments made pursuant to Section 8.02(i) during the term of this Agreement; (g) the Borrower may make Restricted Payments to the Parent in amounts necessary to permit the Parent to (i) make payments in respect of its indemnification obligations owing to directors, officers or other Persons under the Parent's Organization Documents or pursuant to written agreements with any such Person, or obligations in respect of director and officer insurance (including premiums therefor) or (ii) satisfy its obligations, or through the Borrower satisfy its obligations, under any registration rights agreement or (iii) make payments in respect of indemnification obligations of the cashless exercise Parent in connection with any issuance by the Parent of options and warrants of the Equity Interests of the Borrower or any shares of its SubsidiariesCapital Stock.

Restricted Payments. Declare, order, Declare or pay or make any Restricted Payment dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock or other equity interests of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Group Member (collectively, “Restricted Payments”), except that, without duplication: (a) each Restricted any Subsidiary may make Restricted Payments ratably to the Borrower and other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests)equity holders; (b) subject to compliance with the Approved Budgetso long as no Default or Event of Default shall have occurred and be continuing, the Borrower may make Restricted Payments: purchase or redeem the Borrower’s Capital Stock (i) to (1) purchase its Equity Interests from present or former officers, directors, officers or employees or consultants of the Borrower or Subsidiary any Group Member upon the death, disability or termination of employment or services of such individual, officer or employee or (2ii) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based Borrower’s profit interests plan or arrangementphantom profits interests plan, and provided, that the aggregate amount of payments under this clause (3b) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on after the Closing Datedate hereof shall not exceed $1,000,000; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for with respect to any taxable period for which the Borrower is a partnership or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members entity for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrowertax purposes, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to the holders of its Capital Stock and their Affiliates, including Permitted Investors, to pay any income Taxes that are attributable to such Persons’ direct or indirect parent company ownership of the Borrower) Borrower and its Subsidiaries with respect to permit the parent of the Tax Group to pay any consolidatedsuch taxable period; provided, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for each such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be such payments made under this Section 6.4(d) for any in respect of such taxable period in the aggregate shall not exceed the lesser amount of such Person’s actual or estimated liability (Aas applicable) for income Taxes attributable to the direct or indirect ownership of the Borrower and its Subsidiaries by the holders of its Capital Stock and their Affiliates, including Permitted Investors, that such Persons are actually required to pay to a Governmental Authority (with the amount of such Taxes to be calculated utilizing the highest marginal income tax rates in the applicable jurisdictions); (d) any Group Member may make Restricted Payments with respect to earn-out payments or contingent obligations in connection with any Permitted Acquisition or the Biostructures Acquisition; provided, that would have been due and payable by the Borrower and/or shall first submit a pro forma Compliance Certificate to the applicable Subsidiaries Administrative Agent containing all information and calculations necessary for determining pro forma compliance by each Group Member with the financial covenants set forth in Section 7.1; and (e) the Borrower may make additional Restricted Payments to the holders of its Capital Stock and their Affiliates, including Permitted Investors, in an aggregate amount (which shall not be less than zero) equal to the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 7.6(e), such election to be specified in a written notice of a Responsible Officer of the Borrower had calculating in reasonable detail the Borrower and/or amount of Cumulative Credit immediately prior to such Subsidiaries election and the amount thereof elected to be so applied, so long as (A) the aggregate amount of any such Restricted Payments does not exceed $1,000,000 in any fiscal year, (B) immediately before and immediately after giving pro forma effect to any such Restricted Payment, no Event of Default shall have occurred and be continuing and (C)(x) the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax GroupGroup Members shall be in pro forma compliance with the financial covenant set forth in Section 7.1(a) and (By) the actual Tax liability Borrower shall be in pro forma compliance with a minimum Fixed Charge Coverage Ratio for the previous four consecutive fiscal quarters of the Borrower 1.50 to 1.00, such compliance for such taxable period, clauses (x) and (y) above to be determined on the basis of the financial information most recently delivered to the extent that Administrative Agent and the Lenders pursuant to Section 6.1(a) or 6.1(b) as though such Taxes are attributable to Subsidiaries Restricted Payment had been made as of the Borrower first day of the applicable four fiscal quarter period covered thereby; provided that are not Credit Partiesfor each fiscal year, such Taxes must be funded by such Subsidiaries and (z) if an aggregate amount equal to $1,000,000 minus the Borrower receives a refund from a Governmental Authority in respect aggregate amount of any amounts paid all Restricted Payments made pursuant to this Section 6.4(d), any subsequent distributions 7.6(e) during such fiscal year may be carried forward to succeeding fiscal years and utilized to make Restricted Payments pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its Subsidiaries7.6(e).

Restricted Payments. DeclareNo Borrower shall, ordernor shall any Borrower permit any of its Subsidiaries to, pay directly or indirectly, pay, make or set apart any sum for any Restricted Payment (other than dividends payable solely in common stock of except for the Person making such dividend) except that, without duplicationfollowing: (a) each Restricted Payments (i) by any Domestic Subsidiary Guarantor to the Company or any other Domestic Subsidiary Guarantor, (ii) by any other Subsidiary of the Company to the Company or any Subsidiary Guarantor (for the avoidance of doubt, Australian Holdings may make Restricted Payments to the Borrower and other Restricted Subsidiaries Company in lieu of making a payment under the Australian Intercompany Credit Agreement) or (iii) by any Subsidiary of the Borrower Company that is not a Subsidiary Guarantor to any Subsidiary of the Company that is not a Subsidiary Guarantor; (b) dividends and distributions declared and paid on the common Stock of the Company and payable only in common Stock of the Company; (c) cash dividends on the Stock of the Company to Holdings paid and declared in any Fiscal Year solely for the purpose of funding, directly or indirectly, the following: (i) administrative, legal, financial, accounting or similar ordinary operating expenses and corporate overhead expenses relating to Holdings, SFC and any Intermediary Holding Company's direct and indirect ownership of the Company not in excess of $5,000,000 in any Fiscal Year in the aggregate, to be paid by the Company as and when needed by Holdings, SFC or such Intermediary Holding Company; (ii) payments required to be made under the Tax Sharing Agreement in an amount not greater than the amount of taxes that would be payable by the Company, on a consolidated basis, if the Company were the taxpayer; provided, however, that any refunds received by Holdings, SFC or any Intermediary Holding Company attributable to the Company and its Subsidiaries shall promptly be returned by Holdings, SFC and such Intermediary Holding Company to the Company; (iii) payments by SFC or any of its Subsidiaries (other than Swift Cattle Holdco, Inc., a Delaware corporation) in respect of the Management Agreement or the Financial Advisory Agreement, to the extent such payments are permitted pursuant to clause (e)(v) of Section 8.9 (Transactions with Permitted Joint Ventures and Affiliates); (iv) cash payments by Holdings, SFC or any Intermediary Holding Company to be made in lieu of the issuance of fractional shares in connection with the exercise of any Stock Equivalents of Holdings, SFC or such Intermediary Holding Company; (v) the repurchase, redemption or other acquisition or retirement for value of any of the Stock or Stock Equivalents of Holdings, SFC or any Intermediary Holding Company held by any then existing or former director, officer, employee, individual that is an independent contractor or consultant of SFC, Holdings, such Intermediary Holding Company, the Company or any of the Company's Subsidiaries; or their respective assigns, estates or heirs; provided, however, that, subject to the last 119 AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY sentence of this Section 8.5, the aggregate amount of Restricted Payments made to fund payments made pursuant to this clause (v) (other than as a result of the death or disability of any such director, officer, employee or individual) and made during any period when the Aggregate Available Credit is less than $75,000,000 shall not exceed $5,000,000 in the aggregate; and (vi) cash payment of interest on the ConAgra Note or the Convertible Notes, in each case required pursuant to the provisions thereof as in effect on the Purchase Date (or, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiarythe Convertible Notes, to on the Borrower, any other Restricted Subsidiary and to each other owner date hereof) after an initial public offering of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests); (b) subject to compliance with the Approved Budget, the Borrower may make Restricted Payments: (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower SFC or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted SubsidiariesIntermediary Holding Company; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its Subsidiaries.

Restricted Payments. DeclareEach Obligor will not, orderand will not permit any of its Subsidiaries to, declare, make or permit, or agree to pay or make make, directly or indirectly, any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) except thatPayment, without duplicationexcept: (a) each Restricted Subsidiary any Obligor may make Restricted Payments to the Borrower and other Restricted Subsidiaries pay dividends solely in shares of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interestsits Capital Securities (other than Disqualified Capital Securities); (b) subject any Subsidiary may pay cash dividends to compliance with the Approved Budget, any Obligor (other than Holdings); (c) the Borrower and its Subsidiaries may make Restricted Payments: distributions to Holdings in amounts sufficient to permit Holdings to pay (i) to (1) purchase its Equity Interests from present or former officersany required estimated payments of federal, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors state and consultants of the Borrower local income taxes or any Subsidiary by net exercisefederal, net settlementstate and local income taxes otherwise due and payable, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating franchise taxes and (iii) other similar licensing expenses incurred in the ordinary course of business business; (d) the Borrower and other corporate its Subsidiaries may make distributions to Holdings in amounts sufficient to permit Holdings to (i) pay general corporate, administrative and overhead costs and expenses (including administrative, legal, accounting and similar expenses provided incurred by third parties), which are reasonable and customary and incurred Holdings in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (Bii) pay compensation, indemnification and reimbursement obligations to its directors and officers in the actual Tax liability ordinary course of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refundbusiness; (e) [reserved]the Borrower and its Subsidiaries may make distributions to Holdings in amounts sufficient to permit Holdings to repurchase Capital Securities issued to employees, directors and officers of the Borrower or the Subsidiaries (including repurchases of Capital Securities from severed or terminated employees, directors and officers) and make payments to employees, directors and officers of the Borrower or the Subsidiaries in connection with Capital Securities (and the exercise thereof) pursuant to incentive plans or arrangements, in an aggregate amount under this clause not to exceed $1,000,000 in any Fiscal Year and $3,000,000 in the aggregate; (f) [reserved]any payment of Subordinated Debt made in accordance with the terms of the Subordinated Debt Documents; (g) the Permitted Distributions; (h) Founder Earn-Out Payments; and (gi) subject so long as no Default or Event of Default has occurred and is continuing, or would result therefrom, to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options reimburse Sponsor for reasonable out-of-pocket fees and warrants of the Equity Interests costs incurred by it on behalf of the Borrower or any (including, without limitation, the reasonable out-of-pocket costs of its Subsidiariesattorneys, consultants and accountants).

Restricted Payments. DeclareNo Borrower will, orderand no Borrower will permit any of its Subsidiaries to, pay or make any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) except thatPayment; provided, without duplication:that so long as it is permitted by law, (a) each Restricted Subsidiary so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Borrowers may make Restricted Payments distributions to the Borrower and other Restricted Subsidiaries current or former employees, officers, or directors of any Loan Party or Public Parent (or any spouses, ex-spouses, or estates of any of the Borrower (and, in the case foregoing) on account of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner redemptions of Equity Interests of Parent or Public Parent held by such Restricted Subsidiary based on its relative ownership interests Persons; provided, that the aggregate amount of such redemptions made during the term of this Agreement plus the amount of Indebtedness outstanding under clause (l) of the relevant class definition of Equity Interests);Permitted Indebtedness, does not exceed $1,500,000 in the aggregate, (b) subject to compliance with the Approved Budget, the Borrower Parent may make Restricted Payments:distributions to current or former employees, officers, or directors of any Loan Party or Public Parent (or any spouses, ex-spouses, or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to any Loan Party or Public Parent on account of repurchases of the Equity Interests of Parent or Public Parent held by such Persons; provided, that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of Parent or Public Parent, (c) Without duplication of Section 6.10(f), Parent may make distributions to Public Parent (i) in an amount sufficient to pay taxes and other fees required to maintain the legal existence of Public Parent to the extent actually used by Public Parent to pay such taxes, costs and expenses (1for avoidance of doubt, without duplication of any amounts paid under clause (d) purchase below), (ii) in an amount sufficient to pay out-of-pocket legal, accounting, insurance and filing costs and other general and administrative expenses in the nature of overhead in the ordinary course of business of Public Parent, (iii) out-of-pocket costs and expenses of securities offerings and of exchanges of Equity Interests, (iv) expenses for directors’ and shareholders’ meetings and preparing corporate and similar records, (v) costs of preparing reports to, and preparing notices to and filings with, Governmental Authorities, securities exchanges and to its Equity Interests from present or former equity holders, (vi) customary indemnification to officers, directors, employees or consultants of the Borrower or Subsidiary upon the deathand agents, disability or termination of employment or services of such individual, and (2vii) purchase, redeem or otherwise acquire any Equity Interests from employeescompensation for directors, officers, directors employees and consultants agents in the case of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and foregoing clauses (3i) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; through (iivii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable relating to the ownership or operations of its Restricted Borrowers and their Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved];, (d) for any taxable period for which the Borrower If Parent is a partnership or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members entity for U.S. federal income tax purposes, Parent may make distributions to its members on a pro rata basis in such amounts as are reasonably necessary to enable each member of Parent to receive a distribution for each taxable period at least equal to an amount (such amount for each member of Parent, such member’s “Assumed Tax purposes (a “Tax GroupLiability”) equal to the product of which (a) the BorrowerU.S. federal taxable income allocated by Parent to such member in such taxable period less the U.S. federal taxable loss allocated by Parent to such member in such taxable period and any loss carryforwards available from losses allocated to such member by Parent in prior taxable periods to the extent not taken into account in prior taxable periods (taking into account for purposes of clause (a) adjustments and allocations under Sections 704(c), any direct or indirect parent company 734 and 743 of the Borrower or any Subsidiary is Code); multiplied by (b) the common parenthighest applicable regular combined U.S. federal, the Borrower state and the Borrower’s Subsidiaries may make dividends or other distributionslocal income tax rate applicable to an individual or, directly or indirectlyif higher, a corporation, resident in New York, New York, with respect to the Borrower character of U.S. federal taxable income or loss allocated by Parent to such member (e.g., capital gains or losses, dividends, ordinary income, etc.); provided that, in the case of Public Parent, such Assumed Tax Liability for a taxable period shall in no event be less than an amount that will enable Public Parent to (i) timely satisfy all of its U.S. federal, state and local and non-U.S. tax liabilities arising solely from its membership interest in Parent and its obligations pursuant to the Tax Receivable Agreement as in effect on the date hereof for such taxable period (other than any Subsidiary (and the Borrower may make such dividends or other distributions payments made pursuant to any direct or indirect parent company of the Borrower) to permit the parent Article IV of the Tax Group Receivable Agreement) and (ii) otherwise make any payments pursuant to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries Article IV of the Borrower; provided that Tax Receivable Agreement as in effect on the date hereof so long as, in the case of this clause (ii), (x) no Default or Event of Default then exists or would arise as a result of making the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are Restricted Payment attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and clause (zii) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its Subsidiaries.

Restricted Payments. DeclarePay or make, orderdirectly or indirectly, pay or make any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) except thatPayment, without duplicationexcept: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests); (b) subject to compliance with the Approved Budget, the Borrower may make Restricted Payments: (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting payable solely in Qualified Stock of the cashless exercise of options and warrants Borrower; (b) any Restricted Subsidiary of the Borrower may declare and pay cash dividends to the Borrower or to any Credit Party of which it is a subsidiary; (c) as required by the terms of contracts of the Borrower or any Restricted Subsidiary that are in effect on the Closing Date and set forth in Schedule 6.5(c); (d) the Borrower may repurchase Equity Interests of the Borrower upon exercise of options or warrants if such Equity Interests represents all or a portion of the exercise price of such options or warrants and/or amounts on account of required withholding taxes and brokerage fees with respect to such options as part of a “cashless” exercise; (e) dividend adjustments and repurchases of Equity 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); (f) payments for the repurchase of Equity Interests of the Borrower held by any present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or family member thereof) as a result of the exercise by such Person of employee stock options or the vesting of restricted stock units or deferred stock units, in an amount not to exceed $10,000,000 in a Fiscal Year; (g) the Borrower may make Restricted Payments the proceeds of which are applied on the Closing Date, solely to effect the consummation of the Transactions; (h) to make regularly scheduled quarterly dividends in respect of common Equity Interests of the Borrower in an amount not to exceed $20,000,000 in any Fiscal Year; (i) the Borrower and the Restricted Subsidiaries may make Restricted Payments not otherwise specified in this Section 6.5 in an aggregate amount that does not exceed the greater of (i) $50,000,000 and (ii) 1.0% Consolidated Total Assets; and (j) the Borrower may make Restricted Payments with the Cumulative Credit amount if, at the time such Restricted Payment is made, no Event of Default shall have occurred and be continuing or would result therefrom and after giving effect to such Restricted Payments on a Pro Forma Basis, the Total Net Leverage Ratio shall not exceed 6.00:1.00. For purposes of determining compliance with this Section 6.5 and subject to the immediately following proviso, (A) Restricted Payments need not be permitted solely by reference to one category of permitted Restricted Payments described in Section 6.5(a) through (j) but may be permitted in part under any combination thereof and (B) in the event that a Restricted Payment (or any portion thereof) meets the criteria of one or more of the categories of permitted Restricted Payments described in Sections 6.5(a) through (j), the Borrower shall, in its Subsidiaries.sole discretion, classify or reclassify, or later divide, classify or reclassify, such Restricted Payment (or any portion thereof) in any manner that complies with this Section

Restricted Payments. DeclareNeither Holdings nor any Subsidiary will, directly or indirectly, declare, order, pay pay, make or set apart any sum or Property for any Restricted Payment, return any capital to its stockholders or make any Restricted Payment (other than dividends payable solely in common stock distribution of the Person making such dividend) except thatits assets to its stockholders, without duplicationexcept: (a) each Restricted Any Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries or any Subsidiary of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Wholly-Owned Subsidiary, to the Borrower, Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests Capital Securities of such Restricted Subsidiary based on its their relative ownership interests of the relevant class of Equity Interestsinterests);. (b) subject The Borrower may make payments to compliance with or on behalf of Holdings in an amount sufficient to pay, to the Approved Budgetextent actually used by Holdings to pay, (A) franchise taxes, costs, expenses and other fees required to maintain the legal existence of Holdings and (B) out-of-pocket legal, accounting and filing costs and other expenses in the nature of overhead in the ordinary course of business of Holdings, in the case of clauses (A) and (B) in an aggregate amount not to exceed $1.0 million in any fiscal year. (c) Holdings or any Subsidiary may purchase the Capital Securities of any Subsidiary. (d) So long as no Default exists the Borrower may make payments to Holdings to permit Holdings, and Holdings may make subsequent use of such payments, to repurchase or redeem Qualified Capital Stock of Holdings held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of any Company, upon their death, disability, retirement, severance or termination of employment or service; provided that (x) to the extent such redemptions and payments are required under any Franchise Agreement, there shall not be any limit on such redemption and payments and (y) except as otherwise provided in clause (x), the aggregate consideration paid for all such redemptions and payments shall not exceed $1.0 million in any fiscal year. (e) Holdings and each Subsidiary may declare and make dividend payments or other distributions payable solely in the Capital Securities (other than Disqualified Capital Stock) of such Person. (f) Holdings and the Borrower may make Restricted Payments:Payments to consummate the Transactions (including, without limitation, Restricted Payments in respect of the Closing Date Intercompany Note). (g) Holdings and the Borrower may make Restricted Payments in any fiscal year in an amount equal to sum of 50% of Excess Cash Flow for each Excess Cash Flow Period for which the Leverage Ratio at the end of the Test Period ending on the same date as such Excess Cash Flow Period was less than 3.50:1.00 and for which Excess Cash Flow has been applied as a mandatory prepayment of the Loans in accordance with Section 2.08(f) so long as such amount has not been previously applied to (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individualmake an Investment in accordance with Section 9.03(l), (2ii) purchasemake, redeem in whole or otherwise acquire any Equity Interests from employeesin part, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, a Capital Expenditure pursuant to Section 9.14 or (iii) pay, in whole or in part, Acquisition Consideration for a Permitted Acquisition, and, in all cases, so long as after making such Restricted Payment the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, Leverage Ratio is less than 3.50:1.00 on a Pro Forma Basis and no Default has occurred and is continuing. (3h) consummate ordinary course net settlements made The Borrower may make Restricted Payments to Holdings that are used by Holdings to satisfy its obligations pursuant to its equity incentive program Organizational Documents and the Acquisition Agreement, in each case, as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity Date with respect to pay indemnifying its operating expenses managing member, officers and directors, with respect to liabilities incurred in performing work for the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations benefit of the Borrower and its Subsidiaries. (c) [reserved]; (d) , and reimbursing its members for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its Subsidiariesliabilities.

Restricted Payments. DeclareBorrower will not, orderand will not permit any of its Subsidiaries to, pay or make any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) except Payment; provided, that, without duplicationso long as it is permitted by law, and so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom: (a) Borrower and any of its Subsidiaries may make Restricted Payments permitted pursuant to Section 6.6(a); (i) each Subsidiary of a Loan Party may make Restricted Payments (other than in respect of Subordinated Indebtedness) to any Loan Party (and, if applicable, to other holders of its outstanding Equity Interests on a ratable basis), and (ii) each Subsidiary that is not a Loan Party may make Restricted Payments to the any Subsidiary, (c) Borrower and any of its Subsidiaries may declare and make dividend payments or other Restricted Subsidiaries distributions payable solely in the common stock or other common Qualified Equity Interests of such Person, (d) Borrower may make distributions to former employees, officers, or directors of Borrower (or any spouses, ex-spouses, or estates of any of the Borrower (and, in the case foregoing) on account of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner redemptions of Equity Interests of Borrower held by such Restricted Subsidiary based on its relative ownership interests Persons, provided, that the aggregate amount of such distributions made by Borrower during the term of this Agreement plus the amount of Indebtedness outstanding under clause (n) of the relevant class definition of Equity Interests);Permitted Indebtedness, does not exceed $5,000,000 in the aggregate, (be) subject to compliance with the Approved Budget, the Borrower may make Restricted Payments: (i) distributions to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, or directors and consultants of Borrower (or any spouses, ex-spouses, or estates of any of the Borrower or any Subsidiary by net exerciseforegoing), net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity to pay its operating expenses incurred solely in the ordinary course form of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course forgiveness of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers Indebtedness of such Persons owing to Borrower on account of repurchases of the Equity Interests of Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used held by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the BorrowerPersons; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded Indebtedness was incurred by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect Persons solely to acquire Equity Interests of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved];Borrower, (f) [reserved]; andBorrower may declare and pay dividends in accordance with Borrower’s historical dividend policy in an aggregate amount not to exceed $25,000,000 in any Fiscal Year, (g) subject Without limiting and in addition to the prior written consent of the Required Lendersexceptions permitted in clauses (a) through (f) above and clause (h) below, the Borrower may make Restricted Payments consisting so long as (i) at the time of such Restricted Payment, no Event of Default has occurred and is continuing or would result therefrom and (ii) Borrower demonstrates (x) that the Consolidated Net Leverage Ratio is not greater than 2.75 to 1.00 and (y) that the aggregate amount of all cash and Cash Equivalents of Borrower and its Subsidiaries that are unrestricted and not subject to any Lien (other than a Lien in favor of Agent or any Permitted Lien) plus availability under the Revolving Credit Facility is greater than $25,000,000, in each of clauses (x) and (y) calculated on a pro forma basis after giving effect to such Restricted Payment and any Indebtedness incurred in connection therewith, and (h) To the extent not otherwise permitted pursuant to this Section 6.7, Borrower and its Subsidiaries may make additional Restricted Payments in an aggregate amount not exceeding the greater of (i) $40,000,000 and (ii) 5% of the cashless exercise Consolidated total assets of options Borrower and warrants of its Domestic Subsidiaries, as reflected in the Equity Interests of most recent financial statements delivered pursuant to Section 5.1, so long as Borrower demonstrates that they are in compliance with the Borrower or financial covenants set forth in Section 7, calculated on a pro forma basis after giving effect to such Restricted Payment and any of its SubsidiariesIndebtedness incurred in connection therewith.

Restricted Payments. DeclareWith respect to the Company and its Subsidiaries, orderdeclare or make, pay directly or make indirectly, any Restricted Payment Payment, or incur any obligation (other than dividends payable solely in common stock contingent or otherwise) to do so, or issue or sell any of the Person making such dividend) their respective Equity Interests, except that, without duplication: : (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries of the Borrower (and, Company may declare and make dividend payments in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, cash with respect to the Borrower, any other Restricted Subsidiary and to each other owner class of Equity Interests of such Restricted Subsidiary based on its relative ownership interests to the then holders of the relevant class of such Equity Interests); Interests ratably according to their respective holdings; (b) subject the Company and each of its Subsidiaries may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person to compliance with the Approved Budget, then holders of such Equity Interests ratably according to their respective holdings; (c) the Borrower Company and each of its Subsidiaries may declare and make Restricted Payments: dividend payments in cash to the Facility Guarantor (directly or through any Subsidiary of the Facility Guarantor) in an aggregate amount for any period not greater than an amount sufficient to permit the Facility Guarantor to (i) make payments pursuant to (1) purchase its Equity Interests from present and in accordance with stock option plans or former officers, directors, other management plans for management or employees or consultants of the Borrower or Subsidiary upon Facility Guarantor, the deathCompany and its Subsidiaries during such period, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) pay any Taxes of the proceeds Facility Guarantor, the Company and its Subsidiaries which are due and payable, (iii) pay customary directors’ fees paid to the members of which shall be used by a parent entity to Facility Guarantor’s board of directors, in their capacity as such, and the reimbursement for necessary and reasonable out-of-pocket expenses of such members in their capacities as such, in each case arising from their direct service as members of such board of directors, (iv) pay its operating expenses incurred in the ordinary course overhead expenses of business and other corporate overhead costs and expenses the Facility Guarantor (including administrative, legal, accounting and similar expenses provided by payable to third parties), which are reasonable (v) pay customary third party advisor fees and customary and incurred expenses owed by the Facility Guarantor in the ordinary course of its business, (vi) pay customary director and officers insurance premiums owed by the Facility Guarantor with respect to its officers and directors in the ordinary course of its business in any fiscal year plus any and (vii) pay customary and reasonable and customary indemnification claims made by directors or and officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted SubsidiariesFacility Guarantor; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries Company and each of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s its Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (issue and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due sell their respective Equity Interests and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower not otherwise permitted by this Section 7.06; provided that no Designated Default or any other Event of its Subsidiaries.Default shall then exist and no Event of Default would 127

Restricted Payments. DeclareDeclare or make, orderdirectly or indirectly, pay or make any Restricted Payment Payment, or incur any obligation (other than dividends payable solely in common stock of the Person making such dividendcontingent or otherwise) to do so, except that, without duplicationso long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) Parent; each Restricted Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to (b) the Borrower Parent and each Subsidiary thereof may declare and make dividend payments or other Restricted Subsidiaries of the Borrower (and, distributions payable solely in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any common stock or other Restricted Subsidiary and to each other owner of common Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests)Person; (b) subject to compliance with the Approved Budget, the Borrower may make Restricted Payments: (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (iic) the proceeds of which shall be used by a parent entity Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay its operating expenses (other than taxes) incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrativebusiness, legalprovided that, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in if Holdings or Intermediate Holdco shall own any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses material assets (other than to Affiliates) related to any unsuccessful equity the Equity Interests of Intermediate Holdco or debt offering by any parent entity of the Borrower that is directly attributable Parent or other assets relating to the ownership Equity Interests of such Intermediate Holdco or operations the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Borrower and Intermediate Holdco solely relating or allocable to its Subsidiaries. (c) [reserved]Equity Interests in the Parent; (d) for the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any taxable period for which governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Borrower Notes Indenture or any Subsidiaries other agreement or instrument relating to Indebtedness of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower Loan Party or any Subsidiary is the common parentof their Subsidiaries, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (Biii) the actual Tax liability indemnification and reimbursement of the Borrower for such taxable perioddirectors, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries officers and (z) if the Borrower receives a refund from a Governmental Authority employees in respect of liabilities relating to their serving in any amounts paid pursuant to this Section 6.4(dsuch capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any subsequent material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions pursuant made by the Parent with respect to this Section 6.4(d) Holdings and such Intermediate Holdco shall be reduced limited to the reasonable and proportional share, as determined by the amount Parent in its reasonable discretion, of such refundexpenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) [reserved];the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) [reserved]; and the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (gi) subject in an aggregate amount not to the prior written consent exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of the Required LendersDefault then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its SubsidiariesPayment Conditions are satisfied.

Restricted Payments. DeclareThe Borrower shall not, orderand shall not permit any Restricted Subsidiary, directly or indirectly, at any time after the Effective Date, (a) declare or pay any dividend or make any distribution on or in respect of its Equity Interests (including any payment in connection with any merger or consolidation involving the Borrower or any of its Restricted Payment (other than dividends payable solely in common stock of the Person making such dividendSubsidiaries) except that, without duplication: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower, any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on its relative ownership interests of the relevant class of Equity Interests); (b) subject to compliance with the Approved Budget, the Borrower may make Restricted Payments: (i) to (1) purchase its the extent dividends or distributions are payable in the Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individualand, (2ii) dividends or distributions payable by any Restricted Subsidiary of the Borrower to the Borrower or any Restricted Subsidiary or any other Person owning such Equity Interests and (iii) the NBCU Dividend or (b) purchase, redeem redeem, retire or otherwise acquire for value any Equity Interests from employees, officers, directors and consultants of the Borrower or any direct or indirect parent of the Borrower held by Persons other than the Borrower or a Restricted Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant except to the terms extent the consideration therefor consists of Equity Interests of the Borrower; provided, however, that, notwithstanding the foregoing, the Borrower shall be permitted to make cash dividends or distributions to any employee stock optionBorrower’s Parent in amounts equal to (i) the amounts required by any Borrower’s Parent to pay any federal, incentive stock state or other equity-based plan or arrangement, local income taxes to the extent that such income taxes are attributable to the income of the Borrower and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; Subsidiaries and (ii) in any fiscal year of the proceeds Borrower, up to $15,000,000 in the aggregate as required by Newco or any other holding company of which shall be used by a parent entity the Borrower to pay its operating franchise taxes and other fees, taxes and expenses and other corporate overhead costs and expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower attributable to the ownership or operations of its Restricted Subsidiaries; (iii) the proceeds of which shall be used by the Borrower to pay franchise or similar taxes and other fees and expenses required to maintain its corporate legal existence; (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of its Restricted Subsidiaries; and (v) to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. (c) [reserved]; (d) for any taxable period for which the Borrower or any Subsidiaries of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company of the Borrower or any Subsidiary is the common parent, the Borrower and the Borrower’s Subsidiaries may make dividends or other distributions, directly or indirectly, to the Borrower or any Subsidiary (and the Borrower may make such dividends or other distributions to any direct or indirect parent company of the Borrower) to permit the parent of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to the Borrower and/or Subsidiaries of the Borrower; provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period shall not exceed the lesser of (A) the amount of such Taxes that would have been due and payable by the Borrower and/or the applicable Subsidiaries of the Borrower had the Borrower and/or such Subsidiaries of the Borrower, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its Subsidiaries.

Restricted Payments. DeclareDeclare or make, orderdirectly or indirectly, pay or make any Restricted Payment (other than dividends payable solely in common stock of the Person making such dividend) except thatPayment, without duplicationexcept: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to (i) the Borrower, any other Borrower or such Restricted Subsidiary and (ii) to each other owner of Equity Interests of such Restricted Subsidiary based on its their relative ownership interests of the relevant class of Equity Interestsinterests); (b) subject to compliance with the Approved BudgetParent, the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests) of such Person; (c) to the extent constituting Restricted Payments, the Borrower and the Restricted Subsidiaries may enter into transactions expressly permitted by Section 7.04, Section 7.05 or Section 7.08; (d) the Borrower and the Restricted Subsidiaries may make Restricted PaymentsPayments to Parent: (i) to (1) purchase its Equity Interests from present or former officers, directors, employees or consultants of the Borrower or Subsidiary upon the death, disability or termination of employment or services of such individual, (2) purchase, redeem or otherwise acquire any Equity Interests from employees, officers, directors and consultants of the Borrower or any Subsidiary by net exercise, net settlement, net withholding or otherwise, pursuant to the terms of any employee stock option, incentive stock or other equity-based plan or arrangement, and (3) consummate ordinary course net settlements made pursuant to its equity incentive program as in effect on the Closing Date; (ii) the proceeds of which shall be used by a parent entity Parent to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including including, without limitation, administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business business, in an aggregate amount not to exceed $1,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Borrower Parent attributable to the ownership or operations of its the Borrower and the Restricted Subsidiaries; (iiiii) the proceeds of which shall be used by the Borrower Parent to pay franchise or similar taxes and other fees fees, taxes and expenses required to maintain its Parent’s corporate existence; (iii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the proceeds of which will be used by Parent to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Parent (or, after a Qualifying IPO of UHS, UHS) held by any future, present or former employee, director, officer, member of management or consultant of Parent or any of its Subsidiaries (or the estate, family members, spouse or former spouse of any of the foregoing); provided that the aggregate amount of Restricted Payments made under this clause (e)(iv) does not exceed in any calendar year $2,500,000 (with unused amounts in any calendar year being carried over to succeeding calendar years); and provided further that such amount in any calendar year may be increased by an amount not to exceed (1) the cash proceeds from the sale of Equity Interests to employees, directors, officers, members of management or consultants of Parent or of its Subsidiaries that occurs after the Amendment Closing Date to the extent such proceeds constitute Eligible Equity Proceeds plus (2) the amount of any cash bonuses otherwise payable to employees, directors, officers, members of management or consultants of Parent or any of its Subsidiaries (or the estate, family members, spouse or former spouse of any of the foregoing) that are foregone in return for the receipt of Equity Interests of Parent pursuant to a deferred compensation plan of such Person plus (3) the cash proceeds of key man life insurance policies received by Parent (to the extent such proceeds are contributed to UHS) or the Borrower or any Restricted Subsidiary after the Amendment Closing Date (provided that the Borrower may elect to apply all or any portion of the aggregate increase contemplated by clauses (1), (2) and (3) above in any calendar year) less (4) the amount of any Restricted Payments previously made pursuant to clauses (1), (2) and (3) of this clause (d)(iii ); (iv) to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing or consummation of such Investment or at future times as may be scheduled at the time of such closing or consummation to be made thereafter in connection therewith and (B) Parent shall, immediately following the closing or consummation thereof, cause or have caused (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or a Loan Party (or a Person that will become a Loan Party upon receipt of such contribution) or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Borrower or a Loan Party in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Section 6.12; (v) the proceeds of which shall be used by Parent to pay customary salary, bonus and other benefits payable to officers and employees make cash payments in lieu of the Borrower to issuance of fractional shares in connection with the extent exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Parent (or, after a Qualifying IPO of UHS, of UHS); provided that any such salariescash payment shall not be for the purpose of evading the limitations set forth in this Section 7.06 (as determined in good faith by the board of directors or the managing board, bonuses and other benefits are attributable to as the ownership case may be, of UHS (or operations of its Restricted Subsidiaries; andany authorized committee thereof)); (vvi) the proceeds of which shall be used by Parent for distribution to allow any parent entity of the Borrower Parent to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by any parent entity this Agreement; (vii) the proceeds of which shall be used by Parent to pay customary salary, bonus and other benefits payable to officers and employees of Parent to the Borrower that is extent such salaries, bonuses and other benefits are directly attributable to the ownership or operations of the Borrower and its the Restricted Subsidiaries.; and (cviii) [reserved]the proceeds of which shall be used by Parent to pay amounts owing pursuant to the Sponsor Management Agreement, or other amounts of the type described in Section 7.08(d) or Section 7.08(k), in each case to the extent the applicable payment would be permitted under the applicable clause in Section 7.08 if such payment were to be made by a Loan Party; (de) for any taxable period for which so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Borrower or any Subsidiaries Leverage Ratio as of the Borrower are members of a consolidated, combined, unitary, or similar income tax group for federal and/or applicable state or local income tax purposes or are entities treated as disregarded from any such members for U.S. federal income Tax purposes (a “Tax Group”) of which the Borrower, any direct or indirect parent company last day of the Borrower or immediately preceding four fiscal quarters was less than 6.5:1 (determined on a Pro Forma Basis after giving effect to any Subsidiary is Restricted Payment to be made pursuant to this Section 7.06(e) and any concurrent repayment of any Permitted Subordinated Indebtedness pursuant to Section 7.14(ii)), in addition to the common parentforegoing Restricted Payments, Parent, the Borrower and the Borrower’s Restricted Subsidiaries may make dividends or other distributions, directly or indirectly, additional Restricted Payments to their respective shareholders in an amount not to exceed the Applicable Amount as in effect immediately prior to the time of the making of such Restricted Payment; (f) so long as (i) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) after giving effect to such Restricted Payment, the Borrower shall have Borrowing Availability greater than or any Subsidiary equal to $40,000,000 and (iii) the Interest Coverage Ratio as of the most recent fiscal quarter (calculated on a Pro Forma Basis) is at least 1.75:1.00, in addition to the foregoing Restricted Payments, Parent, the Borrower and the Borrower Restricted Subsidiaries may make additional Restricted Payments to their respective shareholders; (g) from and after a Qualifying IPO of UHS, UHS may make Restricted Payments, in each case in accordance with the provision thereof, deemed to occur upon exercise of stock options or warrants if such dividends Equity Interests represent a portion of the exercise price of such options or warrants; and (h) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, other distributions Restricted Payments in an aggregate amount not to exceed $30,000,000 since the Amendment Closing Date. (i) the Borrower and any Restricted Subsidiary may make Restricted Payments to any direct or indirect parent company member of the Borrower) to permit the parent an affiliated group of the Tax Group to pay any consolidated, combined or similar income Taxes of such Tax Group corporations that are due and payable by the parent of such Tax Group for such taxable period, but only to the extent attributable to files a consolidated U.S. federal tax return with the Borrower and/or Subsidiaries of the Borrower(“Tax Distributions”); provided that (x) the amount of dividends permitted to be made under this Section 6.4(d) for any taxable period such Tax Distributions shall not exceed the lesser of (A) amount that the amount of such Taxes that Borrower and its Restricted Subsidiaries would have been due and payable by required to pay in respect of federal, state or local taxes, as the case may be, in respect of any year if the Borrower and/or the applicable and its Restricted Subsidiaries of the Borrower had the Borrower and/or paid such Subsidiaries of the Borrower, taxes directly as applicable, been stand-alone taxpayers or as a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (B) the actual Tax liability of the Borrower for such taxable period, (y) to the extent that such Taxes are attributable to Subsidiaries of the Borrower that are not Credit Parties, such Taxes must be funded by such Subsidiaries and (z) if the Borrower receives a refund from a Governmental Authority in respect of any amounts paid pursuant to this Section 6.4(d), any subsequent distributions pursuant to this Section 6.4(d) shall be reduced by the amount of such refund; (e) [reserved]; (f) [reserved]; and (g) subject to the prior written consent of the Required Lenders, the Borrower may make Restricted Payments consisting of the cashless exercise of options and warrants of the Equity Interests of the Borrower or any of its Subsidiariesgroup.