Common use of Restricted Payments Clause in Contracts

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default 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 Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfied.

Restricted Payments. Declare Intermediate Holdings and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (a) Intermediate Holdings and the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock; (b) Restricted Subsidiaries of the Borrower may declare and pay dividends ratably with respect to their Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or incur other benefit plans for management or employees of the Borrower and its Subsidiaries; (d) the Restricted Subsidiaries may make Restricted Payments to Intermediate Holdings to permit Intermediate Holdings to make any obligation (contingent or otherwise) to do so, except thatRestricted Payment otherwise permitted under this Section 6.07 at such time, so long as Intermediate Holdings promptly applies the amount of any such Restricted Payment for such purpose; (e) Intermediate Holdings may make Permitted Tax Payments when due; (f) Intermediate Holdings may make Permitted Equity Issuances; (g) (i) any Restricted Party may make Restricted Payments to any other Loan Party (other than to Intermediate Holdings), (ii) any Restricted Foreign Subsidiary may make Restricted Payments to any other Restricted Foreign Subsidiary and (iii) any Joint Venture may make Restricted Payments to each other owner of Equity Interests of such Joint Venture on a pro rata basis (or more favorable basis from the perspective of the Borrower or such Restricted Subsidiary) based on their relative ownership interests; and (h) other Restricted Payments (including scheduled payments of cash interest when due (at the non-default rate) in respect of any Subordinated Indebtedness permitted to be incurred under Section 6.01(u) to the extent permitted by the applicable subordination agreement entered into between the Agent and the holder of such Indebtedness); provided, that, in each case, (i) 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 Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco Senior Leverage Ratio shall own any material assets (other be at least 0.50:1.00 less 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)then in effect Senior Leverage Multiple, such cash dividends, payments both before and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividendRestricted Payment, payment (iii) the Total Leverage Ratio shall be at least 0.50:1.00 less than the then in effect Total Leverage Multiple, both before and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distributionRestricted Payment and (iv) the Fixed Charge Coverage Ratio shall not be less than the then in effect Fixed Charge Coverage Multiple, payment or dividend, the Payment Conditions are satisfiedboth before and after giving pro forma effect to such Restricted Payment.

Restricted Payments. Declare (a) The Borrower will not, and will not permit any of the Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation except that (contingent or otherwisei) to do sothe Borrower may declare and pay dividends payable solely in additional shares of its common stock, except that, (ii) so long as no Default or Event of Default shall have occurred exist, the Borrower may declare and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: pay cash dividends and other regularly scheduled distributions on shares of its Permitted Preferred Stock, (aiii) each Subsidiary of Parent Subsidiaries may make Restricted Payments ratably with respect to any class of their respective Equity Interests, (iv) the Borrower may make Restricted Payments pursuant to and in accordance with stock option or rights plans or other benefit plans for management, employees, directors or consultants of the Borrower or any Subsidiary or to Parent;and (v) the Borrower and its Subsidiaries may make Investments expressly permitted under Section 6.05(j). (b) The Borrower will not, nor will it permit any of the Parent and each Subsidiary thereof may declare and Subsidiaries to, make dividend or agree to make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property), except payments or other distributions payable solely made in the common stock of the Borrower, to any Person other than the Borrower or a Subsidiary in respect of principal of or interest on any Indebtedness, or any payment or other common Equity Interests distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of such Personthe purchase, redemption, retirement, defeasance, acquisition, cancelation or termination of any Indebtedness of the Borrower or any Subsidiary, except: (i) payments and prepayments under this Agreement (ratably in accordance with the Commitments of the Lenders) and the other New Facilities Credit Agreements; (cii) the Parent may pay cash dividends, regularly scheduled and other mandatory interest and principal payments (including pursuant to sinking fund requirements) as and distributions when due in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course respect of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the ParentIndebtedness; (diii) refinancings of Indebtedness to the Parent may pay extent permitted by Section 6.01(m), including the payment of customary fees, costs and expenses in connection therewith, and including additional cash dividends, payments and distributions in an aggregate amount sufficient for all such refinancings not to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings exceed, in connection with (i) registrationthe case of any refinancing, public offerings and exchange listing of equity or debt securities and maintenance 5% of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxesprincipal amount being refinanced; and (fiv) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise secured Indebtedness that becomes due as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to of the voluntary sale or transfer of the property or assets securing such distribution, payment or dividend, the Payment Conditions are satisfiedIndebtedness.

Restricted Payments. Declare The Parent shall not, and shall not permit the Borrower or makeany other Subsidiary to, directly declare or indirectly, make any Restricted Payment; provided, or incur any obligation (contingent or otherwise) to do sohowever, except thatthat the Parent, the Borrower and the other Subsidiaries may declare and make the following Restricted Payments so 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 Subsidiary of Parent the Borrower may declare or make Restricted Payments cash distributions to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely holders of partnership interests in the common stock or other common Equity Interests Borrower during the period of such Person; (c) four consecutive fiscal quarters most recently ending to the extent necessary for the Parent to distribute, and the Parent may pay so distribute, cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable dividends to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) shareholders in an aggregate amount not to exceed $30,000,000 the greater of (i) the amount required to be distributed for the Parent to remain in compliance with Section 7.13. or (ii) 95.0% of Funds From Operations; (b) the Borrower may make cash distributions of capital gains to the Parent and other holders of partnership interests in the Borrower to the extent necessary for the Parent to make, and the Parent may make, cash distributions to its shareholders of capital gains resulting from gains from certain asset sales to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and 4981 of the Internal Revenue Code; (c) the Parent, the Borrower and any Fiscal Year as long asother Subsidiary may acquire the Equity Interests of a Subsidiary that is not a Wholly Owned Subsidiary; (d) a Subsidiary that is not a Wholly Owned Subsidiary may make cash distributions to holders of Equity Interests issued by such Subsidiary; and (e) Subsidiaries may make Restricted Payments to the Parent, after giving pro forma effect the Borrower or any other Subsidiary. Notwithstanding the foregoing, but subject to such dividendthe following sentence, payment and distribution, no if a Default or Event of Default then exists exists, the Borrower may only declare and make cash distributions to the Parent and other holders of partnership interests in the Borrower with respect to any fiscal year to the extent necessary for the Parent to distribute, and the Parent may so distribute, an aggregate amount not to exceed the minimum amount necessary for the Parent to remain in compliance with Section 7.13. If a Default or would arise Event of Default specified in Section 10.1.(a), Section 10.1.(b), Section 10.1.(f) or Section 10.1.(g) shall exist, or if as a result thereofof the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 10.2.(a), the Parent shall not, and (ii) without limitation as shall not permit the Borrower or any other Subsidiary to, make any Restricted Payments to amount if after giving pro forma effect any Person other than to such distribution, payment or dividendthe Parent, the Payment Conditions are satisfiedBorrower or any other Subsidiary.

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, in each case (except Section 8.06(a)) so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately (both before and after giving effect to any action described below or would result therefrom:the making of such Restricted Payment): (a) each Restricted Subsidiary of Parent may make Restricted Payments to the Borrower and to wholly-owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other equity interests of such Restricted Subsidiary or to Parenton a pro rata basis based on their relative ownership interests); (b) the Parent Borrower and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) to the Parent extent available after making any prepayment required by Section 2.06(d), and subject to the making of each such prepayment, the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of, or pay cash dividendsdividends or make distributions with respect to, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (its common stock or other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the common Equity Interests or warrants or options to acquire any such shares with the proceeds received from the issue of Intermediate Holdco or the Parent new shares of its common stock or other assets relating to the common Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the ParentInterests; (d) the Parent Borrower 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 make the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the ParentDividend Distribution; (e) the Parent may payBorrower shall be permitted to make Restricted Payments to Xxxxxxx Water Products to the extent necessary to enable Xxxxxxx Water Products to (i) pay taxes and make payments to New Holdco sufficient to permit Xxxxxxx Water Products or New Holdco, without duplicationas applicable, cash dividendsto pay any U.S. Taxes which are due and payable in respect of taxable income of the Borrower and its Subsidiaries that is allocable to it for U.S. tax purposes (including, payments and distributions (A) in the case of New Holdco, any amounts that are payable to Xxxxxx pursuant to the Tax Sharing Agreement Agreement); and (Bii) to pay or permit Holdings or Intermediate Holdco to pay make regularly scheduled payments when due of interest and principal on the Xxxxxxx Water Products Notes, the Put Backstop Facility of Xxxxxxx Water Products and any Related TaxesPermitted Xxxxxxx Water Products Debt; and (f) the Parent Borrower may pay cash dividends, payments declare and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase to its Equity Interests (i) stockholders in an aggregate amount in any fiscal year not to exceed $30,000,000 7,500,000 or $15,000,000 in any Fiscal Year as long as, the aggregate when taken together with all other cash dividends pursuant to this clause (f) after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedClosing Date.

Restricted Payments. Declare The Borrower will not, and will not permit any Subsidiary to, declare or makepay any dividend (other than dividends payable solely in common or ordinary Capital 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 (any such payment, a “Restricted Payment, or incur any obligation (contingent or otherwise) to do so”), except that, so 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) the Borrower may make Restricted Payments in the form of common membership interests of the Borrower; (b) the Borrower or any Subsidiary may redeem, acquire or retire for value or may repurchase (or may make loans, distributions or advances to effect the same) of shares of Capital Stock from current or former officers, directors, consultants and employees, including upon the exercise of stock options or warrants for such Capital Stock, 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 of Parent (including an Excluded Subsidiary) may make Restricted Payments to its direct parent or to the Borrower or any Wholly Owned Subsidiary Guarantor; (d) the Borrower may make Restricted Payments to any other Subsidiary or member of the Borrower to Parent; (b) the Parent enable such Person to pay any taxes that would be due and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely by any such Person that are directly attributable to such Person’s ownership interest in the common stock or other common Equity Interests Borrower as permitted in Section 4.4(b) of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional shareBorrower’s LLC Agreement, as determined by in effect on the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent;date hereof; and (e) the Parent any JV Subsidiary may pay, without duplication, cash dividends, payments and distributions (A) make Restricted Payments required or permitted to be made pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) terms of 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 joint venture arrangements of holders of its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividendCapital Stock provided that, the Payment Conditions are satisfiedBorrower and its Subsidiaries have received their pro rata portion of such Restricted Payments.

Restricted Payments. Declare The Borrower shall not declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or incur permit any obligation (contingent or otherwise) of the Restricted Subsidiaries so to do sodo, except thatthat (i) the Borrower or any of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities payable solely in additional shares of such equity securities, so long as (ii) any of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities to the Borrower or any of the other Restricted Subsidiaries, (iii) the Borrower may make, and agree to make, payments on account of liabilities described in clause (vi) of the definition of “Indebtedness” contained herein and permitted by Section 7.1, (iv) the Borrower may declare and pay dividends with respect to its preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto 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 Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) continuing, the Parent and each Subsidiary thereof Borrower may declare and make dividend pay, and agree to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments or other distributions payable solely on account of subordinated Indebtedness described in clause (iii) of the common stock or other definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such Person; (c) the Parent may pay cash dividendsofficer, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings director or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco employee or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay terms of any stock option plan or permit Holdings or Intermediate Holdco to pay any Related Taxeslike agreement; and (f) provided, however, that the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount of payments under this clause (vii) shall not to exceed $30,000,000 2,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event fiscal year of Default 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 Payment Conditions are satisfiedBorrower.

Restricted Payments. Declare Such Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) such Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) such Borrower and its Restricted Subsidiaries may declare, make, agree to pay and agree to make Restricted Payments pursuant to and in accordance with stock option plans or incur any obligation other benefit plans for directors, management, employees or consultants of such Borrower and its Restricted Subsidiaries, (contingent or otherwised) such Borrower may make Restricted Payments to do soLIC and its subsidiaries to the extent necessary to pay principal and interest when due in respect of the Indebtedness of LIC and its subsidiaries, except thatprovided that after giving pro forma effect to such Restricted Payment, so long as no Default shall have occurred and be continuing, and (e) such Borrower may make Restricted Payments to LIC and its subsidiaries to pay any taxes that are due and payable by such Borrower and its Restricted Subsidiaries to LIC or Event of its subsidiaries in accordance with the tax liability allocation and indemnification agreement or arrangement between such Borrower and LIC. Notwithstanding the foregoing, such Borrower and its Restricted Subsidiaries shall be permitted to declare and make and agree to pay and pay a Restricted Payment, provided that after giving pro forma effect to such Restricted Payment, (i) no 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 Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as the Consolidated Leverage Ratio shall be less than or equal to amount if after giving pro forma effect 3.50 to such distribution, payment or dividend, the Payment Conditions are satisfied1.00.

Restricted Payments. Declare or makeThe Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment; provided, that (a) the Company may make repurchases, redemptions or incur other acquisitions of its Equity Interests so long as (i) no Default or Event of Default has occurred or would result therefrom, (ii) the Company will be in compliance with the financial covenants set forth in Section 5.9 on a Pro Forma Basis after giving effect to such Restricted Payment and (iii) the amount paid by the Company with respect to such repurchases, redemptions or other acquisitions during the term of this Agreement shall not exceed an aggregate amount equal to $100,000,000, (b) the Company shall be permitted to make other Restricted Payments in an aggregate amount not to exceed $20,000,000 in any obligation (contingent or otherwise) to do so, except that, 12-month period so long as no Default or Event of Default shall have occurred and be continuing prior to then exist or immediately would exist after giving effect to any action described below or would result therefrom: such Restricted Payment, (a) each Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (bc) the Parent and each Subsidiary thereof Company may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividendsCompany, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent Company may pay cash dividendsmake payments on, repurchases, redemptions or other acquisitions of its Equity Interests that are in the form of convertible Indebtedness of the Company as a result of the exercise of conversion rights by the holder thereof, (e) Subsidiaries of the Company may declare and make dividend payments or other distributions to the Company or other Subsidiaries of the Company, (f) Subsidiaries of the Company that are not Guarantors may declare and make dividend payments or other distributions in an amount sufficient to cover reasonable the extent such dividend payments or other distributions are paid ratably to the holders of the Equity Interests thereof according to their respective Equity Interests and necessary expenses (including professional fees g) Guarantors, the U.K. Borrower and expenses) U.K. Guarantors may declare and make dividend payments or other distributions to the extent such dividend payments or other distributions are paid ratably to the holders of the Equity Interests thereof according to their respective Equity Interests; provided, that, with respect to this clause (other than taxes) incurred by Holdings in connection with g), (i) registration, public offerings and exchange listing of equity the Company shall be in compliance with the financial covenants set forth in Section 5.9 after giving effect to such dividend payments or debt securities and maintenance of the same, other distributions on a Pro Forma Basis or (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent dividend payments or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made are approved by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedAdministrative Agent.

Restricted Payments. Declare With respect to the Borrower and its Subsidiaries, declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any of their respective Equity Interests, except that, so 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 Subsidiary of Parent the Borrower (and, solely upon and after the consummation of the Combination Transactions, each Subsidiary of Discovery) may declare and make Restricted Payments dividend payments in cash with respect to any other class of Equity Interests of such Subsidiary or to Parentthe then holders of such Equity Interests ratably according to their respective holdings; (b) the Parent Borrower and each Subsidiary thereof 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 PersonPerson to the then holders of such Equity Interests ratably according to their respective holdings; (c) solely upon and after the Parent consummation of the Combination Transactions, the Borrower may pay declare and make dividend payments in cash dividends, payments and distributions to Discovery (directly or through any Subsidiary of Discovery) in an aggregate amount for any period not greater than an amount sufficient to allow Holdings permit Discovery to (i) make payments pursuant to and Intermediate Holdco in accordance with stock option plans or other management plans for management or employees of Discovery, the Borrower and its Subsidiaries during such period, (ii) pay any Taxes of Discovery, the Borrower and its Subsidiaries which are due and payable, (iii) pay customary directors’ fees paid to the members of 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 ordinary course overhead expenses of Discovery (other than taxesincluding administrative, legal, accounting and similar expenses payable to third parties), (v) incurred pay customary third party advisor fees and expenses owed by Discovery in the ordinary course of its business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments vi) pay customary director and distributions made officers insurance premiums owed by the Parent Discovery with respect to Holdings its officers and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests directors in the Parentordinary course of its business and (vii) pay customary and reasonable indemnification claims made by directors and officers of Discovery; (d) the Parent may pay cash dividendsBorrower and each of its Subsidiaries (and, payments solely upon 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 after the consummation of the sameCombination Transactions, (iieach Subsidiary of Discovery) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, may issue and sell their respective Equity Interests and may make Restricted Payments not otherwise permitted by this Agreement, the Notes Indenture Section 7.06; provided that no Designated Default or any other agreement Event of Default shall then exist and no Event of Default would result from such issuance and sale or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional shareRestricted Payment, as determined by the Parent in its reasonable discretioncase may be, of giving Pro Forma Effect to such expenses incurred by Holdings solely relating issuance and sale or allocable to its Equity Interests in the Parentsuch Restricted Payment; (e) the Parent Borrower may pay, without duplication, cash dividends, payments issue and distributions sell (Ai) its common Equity Interests; provided that no Change of Control 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, benefit plans, service and severance arrangements with current and former officers, directors, consultants, advisors and employees of the Tax Sharing Agreement and (B) to pay Borrower or permit Holdings any Subsidiary of the Borrower, as determined in good faith by the board of directors or Intermediate Holdco to pay any Related Taxes; andsenior management of the Borrower or such Subsidiary, as applicable; (f) the Parent Borrower or any of its Subsidiaries may pay cash dividendsmake Restricted Payments pursuant to or in connection with the Transactions (including, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event avoidance of Default 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 dividenddoubt, 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 Conditions are satisfiedas 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. Declare The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower and its Restricted Subsidiaries may declare, make, agree to pay and agree to make Restricted Payments pursuant to and in accordance with stock option plans or incur other benefit plans for directors, management, employees or consultants of the Borrower and its Restricted Subsidiaries, (d) the Borrower may make Restricted Payments to LMC or its subsidiaries to the extent necessary to pay principal and interest when due in respect of the Indebtedness of LMC and its subsidiaries allocated to the Liberty Media Interactive tracking stock or any obligation (contingent or otherwise) comparable successor thereto, provided that after giving pro forma effect to do sosuch Restricted Payment, except that, so long as no Default shall have occurred and be continuing, and (e) the Borrower may make Restricted Payments to LMC or Event of its subsidiaries to pay any taxes that are due and payable by the Borrower and its Restricted Subsidiaries to LMC or its subsidiaries in accordance with the tax liability allocation and indemnification agreement between the Borrower and LMC. Notwithstanding the foregoing, the Borrower and its Restricted Subsidiaries shall be permitted to declare and make and agree to pay and pay a Restricted Payment, provided that after giving pro forma effect to such Restricted Payment, (i) no 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 Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as the Consolidated Leverage Ratio shall be less than or equal to amount if after giving pro forma effect 3.25 to such distribution, payment or dividend, the Payment Conditions are satisfied1.00.

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to at the time of any action described below or would result therefrom: (a) each Restricted Subsidiary of Parent may make dividends or distributions to the Company, the Guarantors, another Restricted Payments to Subsidiary and any other Subsidiary or Person that owns an Equity Interest in such Restricted Subsidiary, ratably according to Parenttheir respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Parent Company and each Restricted Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests (other than Disqualified Equity Interests) of such Person; (c) the Parent Company and each Restricted Subsidiary may pay cash dividendspurchase, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its Equity Interests (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Disqualified Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the ParentInterests), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent Company and its Restricted Subsidiaries may pay cash dividends, payments make other distributions and/or purchase, redeem or otherwise acquire Equity Interests issued by it so that, when aggregated with all Investments permitted to be made pursuant to Section 7.02(i) and distributions in an amount sufficient all other such dividends, distributions, purchases, redemptions and acquisitions made pursuant 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 governmental, regulatory or self-regulatory body or stock exchange, this AgreementSection 7.06(d), the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than aggregate amount thereof does not exceed the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the ParentCumulative Available Amount; (e) the Parent may pay, without duplication, cash dividends, payments Company and distributions its Restricted Subsidiaries shall be permitted to make (Ai) pursuant prepayments or redemptions prior to the Tax Sharing Agreement stated maturity of the notes and other Indebtedness under the Existing Indentures, but with respect to prepayment of Indebtedness under the 2006 Indenture, only to the extent that at the time of and immediately after giving pro forma effect thereto, Available Liquidity shall be not less than $150,000,000 and (Bii) redemptions or repayments at the stated maturity date of the notes and other Indebtedness under the Existing Indentures; provided that no Loans under this Agreement may be utilized to pay make any such redemption or permit Holdings repayment of the notes or Intermediate Holdco to pay any Related Taxesother Indebtedness under the 2006 Indenture as otherwise permitted under such clause (ii), unless, immediately after giving pro forma effect thereto, Available Liquidity shall be not less than $150,000,000; and (f) the Parent Company may pay cash dividendsredeem, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase retire or otherwise acquire its Equity Interests from present or former officers, employees, directors or consultants (ior their family members or trusts or other entities for the benefit of any of the foregoing) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect or make severance payments to such dividendPersons in connection with the death, payment and distributiondisability or termination of employment or consultancy of any such officer, no Event of Default then exists employee, director 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 Payment Conditions are satisfiedconsultant.

Restricted Payments. Declare or makeThe Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so 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 therefromexcept: (a) each Subsidiary of Parent may to make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions dividends payable solely in the common stock same class of Equity Interests (or other if different, common Equity Interests Interests) of such Person; (cb) to make dividends or other distributions payable to the Parent Credit Parties (directly or indirectly through its Subsidiaries), or, in the case of any Subsidiary that is not a wholly-owned Subsidiary of the Borrower, such Subsidiary may pay cash dividends, payments make dividends and distributions in an amount sufficient ratably to allow Holdings and Intermediate Holdco to pay expenses (any other than taxes) incurred in the ordinary course holders of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the such Subsidiary’s Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited their Equity Interests; (c) to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parentmake Permitted Tax Distributions; (d) for the Parent may pay cash dividends, payment of any earn-out 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 a Permitted Acquisition or Investment permitted pursuant to Section 6.5; provided that no Event of equity Default is then continuing 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 governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parentwould result therefrom; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests so long as (i) no Event of Default exists or would result therefrom, (ii) after giving effect to such Restricted Payment on a Pro Forma Basis, the Credit Parties are in compliance with each of the financial covenants set forth in Section 5.9 and (iii) after giving effect to such Restricted Payment on a Pro Forma Basis, the Credit Parties shall have at least $10,000,000 of Liquidity, the Borrower may pay dividends or make distributions to permit the Parent to redeem or repurchase equity interests of the Parent in an aggregate amount not to exceed $30,000,000 25,000,000 in any Fiscal Year fiscal year, provided, that the foregoing limitation shall (x) not apply to any redemption, repurchase or repayment to the extent funded by proceeds of the issuance of equity by the Parent so long as such proceeds are contemporaneously used by the Parent to redeem, repurchase or repay any equity or debt of the Parent held by officers, directors or employees of the Credit Parties and (y) exclude the repayment or prepayment of loans made by the Parent or any of its Subsidiaries in connection with such redemption or repurchase or other acquisition of such equity interests, provided that such prepayment or repayment of loans constitutes a cashless transaction; (f) the Borrower may make dividends and distributions to the Parent, to the extent necessary to permit the Parent to maintain its legal existence and to pay reasonable out-of-pocket general administrative costs and expenses (which may include out-of-pocket legal, accounting and filing costs, other reasonable and customary corporate overhead expenses incurred in the ordinary course of business and customary transaction-based fees and expenses of third-party investment bankers and advisers for services rendered to the Parent relating to the Parent and its Subsidiaries not prohibited hereunder), so long asas the Parent, after giving pro forma effect as applicable, applies the amount of any such Restricted Payment for any such purpose within 60 days of receipt; (g) the Borrower may make distributions to such dividendthe Parent which are concurrently used by the Parent to pay operating expenses, payment professional fees, expenses and distributionindemnifications and director’s or manager’s fees, expenses and indemnifications, solely to the extent (x) attributable to the Parent’s ownership relating to the Credit Parties or any Subsidiary thereof, (y) incurred in the ordinary course of business and (z) otherwise permitted hereunder; (h) so long as no Event of Default then exists or would arise result therefrom, the Borrower or any Subsidiary thereof may pay, as a result thereofand when due and payable, amounts owing with respect to Subordinated Debt, solely to the extent permitted under the subordination terms applicable thereto; and (i) the Borrower or any Subsidiary may, or the Borrower or any Subsidiary may make distributions to the Parent which are concurrently used by the Parent to, in each case, pay amounts due and owing under Seller Notes and Earn-Out Obligations so long as (i) such Seller Notes and Earn-Out Obligations are otherwise permitted under Section 6.1 and (ii) with respect to the Target being acquired from the issuance of such Seller Notes or the incurrence of such Earn-Out Obligations, the Administrative Agent, on behalf of the Secured Parties, shall have received a first priority perfected security interest (subject to Permitted Liens) in all property (including, without limitation as to amount if after giving pro forma effect limitation, Equity Interests) acquired with respect to such distributionTarget in accordance with, payment or dividendand to the extent required by, the Payment Conditions are satisfiedterms of Section 5.12 and the Target, if a Person, shall have executed a Joinder Agreement in accordance with, and to the extent required by, the terms of Section 5.10.

Restricted Payments. Declare or makeThe Borrower shall not, nor shall permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Payment, except for the following: (i) Restricted Payments by any Subsidiary of the Borrower to any Loan Party and (ii) Restricted Payments by a non-Wholly-Owned Subsidiary of the Borrower to its shareholders generally so long as the Borrower or incur any obligation Subsidiary which owns the equity interest or interests in the non-Wholly-Owned Subsidiary paying such dividends receives at least its proportionate share thereof (contingent based on its relative holdings of equity interests in the non-Wholly-Owned Subsidiary paying such dividends and taking into account the relative preferences, if any, of the various classes of equity interests in such Subsidiary); (b) dividends and distributions declared and paid on the common Stock of the Borrower and 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) ordinary operating expenses of Holdings not in excess of $4,000,000 in the aggregate in any Fiscal Year; (ii) reasonable and customary indemnification claims made by directors or otherwiseofficers of Holdings attributable to the ownership or operations of the Borrower and its Subsidiaries; (iii) payments by Holdings in respect of foreign, federal, state or local taxes owing by Holdings in respect of the Borrower and its Subsidiaries, but not greater than the amount that would be payable by the Borrower and its Subsidiaries, on a consolidated, combined or unitary basis; (iv) the Restricted Payments permitted to be made by Holdings under clause (f) below; and (v) fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering (whether or not successful) permitted by 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 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 do somembers of management, except 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 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 Subsidiary from members of management of Holdings, 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 direct or indirect parent of the Borrower; provided, however, that the Restricted Payments described in clauses (c) through (h) above shall not be permitted if either (A) an Event of Default or Event of Default shall have occurred and be continuing prior to at the date of declaration or immediately after giving effect to any action described below payment thereof or would result therefrom: therefrom or (aB) each Subsidiary such Restricted Payment is prohibited under the terms of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets Indebtedness (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (dObligations) 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 governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party Borrower or any of their its Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfied.

Restricted Payments. Declare No Credit Party shall, and no Credit Party shall suffer or makepermit any of its Subsidiaries to, directly (i) declare or indirectlymake any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any Stock or Stock Equivalent, (ii) purchase, redeem or otherwise acquire for value any Stock or Stock Equivalent now or hereafter outstanding, (iii) make any payment or prepayment of principal of, premium, if any, interest, fees, redemption, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, Subordinated Indebtedness or Second Lien Debt or (iv) make any payment in respect of any Contingent Acquisition Consideration (the items described in clauses (i), (ii), (iii) and (iv) above are referred to as “Restricted Payments”); except that any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly-Owned Subsidiary of the Borrower (provided that no such Subsidiary that is a Credit Party may make any Restricted PaymentPayment under this exception to any such Wholly-Owned Subsidiary that is not a Credit Party except to the extent it would otherwise be permitted under Section 5.4(b)), or incur any obligation (contingent or otherwise) to do so, and except that, so 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 Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent Holdings and each Subsidiary thereof its Subsidiaries may declare and make dividend payments or other distributions payable solely in its Stock or Stock Equivalents; provided, in the common stock case of any payment or other common Equity Interests distribution by any Subsidiary of Holdings pursuant to this subsection (a), such payment or distribution may only be made to the direct parent of such PersonSubsidiary; (b) the Borrower may make distributions to Holdings which are promptly used by Holdings (or any direct or indirect parent of Holdings) to redeem from current or former officers, directors and employees (or their current or former spouses, xxxxx, xxxxxxx, xxxxxx planning vehicles and family members) Stock and Stock Equivalents (including to repurchase fractional shares) provided all of the following conditions are satisfied: (i) no Event of Default has occurred and is continuing or would immediately arise as a result of such Restricted Payment; (ii) immediately after giving effect to such Restricted Payment, the Credit Parties are in compliance on a pro forma basis with the covenants set forth in Article VI, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered (assuming for such purpose that the maximum Leverage Ratio (on a Net Basis) and the maximum Senior Leverage Ratio (on a Net Basis) as of any date occurring prior to December 31, 2014 is 8.00:1.00 and 7.00:1.00, respectively); (iii) the aggregate Restricted Payments permitted under this clause (b) shall not exceed (x) $5,000,000 in any Fiscal Year of the Borrower or (y) $10,000,000 during the term of this Agreement; provided, however, if the Credit Parties do not utilize the entire amount permitted pursuant to clause (x) above in any Fiscal Year, the Credit Parties may carry forward to the immediately succeeding Fiscal Year only, 100% of such unutilized amount (with any such Restricted Payment made in such succeeding Fiscal Year applied first to such unutilized amount); and (iv) after giving effect to such Restricted Payment, Availability plus unrestricted cash and Cash Equivalents held in any account that is subject to a Control Agreement is not less than $5,000,000; provided that such Restricted Payments may be made (A) without regard to the conditions set forth in clauses (ii), (iii) and (iv) above (or, in the event that any such Restricted Payment is being paid in respect of a redemption of Stock or Stock Equivalents from an employee that has resigned or has been terminated from Holdings or any Subsidiary thereof and is being paid in connection with, and on or about the time of, such resignation or termination, clauses (i) (so long as Administrative Agent shall have received at least three (3) Business Days’ prior written notice (a copy of which shall be delivered or otherwise made available by the Administrative Agent to each Lender) of such Restricted Payment), (ii), (iii) and (iv) above) to the extent such Restricted Payments are paid from the proceeds of any key man life insurance policy which have not previously been used to make any such Restricted Payments under this Section 5.11(b) and (B) without regard to the conditions set forth in clauses (iii) and (iv) above (or, in the event that any such Restricted Payment is being paid in respect of a redemption of Stock or Stock Equivalents from an employee that has resigned or has been terminated from Holdings or any Subsidiary thereof and is being paid in connection with, and on or about the time of, such resignation or termination, clauses (i) (so long as the Administrative Agent shall have received at least three (3) Business Days’ prior written notice (a copy of which shall be delivered or otherwise made available by the Administrative Agent to each Lender) of such Restricted Payment), (ii), (iii) and (iv) above) to the extent such Restricted Payments are paid from the Net Issuance Proceeds of an issuance of Excluded Equity Issuances of Holdings not credited to the Available Amount; (c) in the Parent event any Credit Party or any Subsidiary thereof files a consolidated, combined, unitary or similar type income Tax return with a Person, such Credit Party or any Subsidiary thereof may pay cash dividends, payments and make distributions in an amount sufficient to allow Holdings and Intermediate Holdco such Person (including through other Credit Parties or their Subsidiaries) to permit such Person to pay federal and state income Taxes then due and payable, franchise Taxes and other similar licensing expenses (other than taxes) incurred in the ordinary course Ordinary Course of businessBusiness provided, provided that, if Holdings or Intermediate Holdco that the amount of such distribution shall own any material assets (other not be greater than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests amount of such Intermediate Holdco Taxes or the Parent)expenses that would have been due and payable by such Credit Party or such Subsidiary thereof had such Credit Party or such Subsidiary thereof not filed a consolidated, such cash dividendscombined, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating unitary or allocable to its Equity Interests in the Parentsimilar type return; (d) the Parent Borrower may pay cash dividends, payments and make 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 governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and make distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests Parent (or any direct or indirect parent thereof) (i) in an aggregate amount not to exceed $30,000,000 1,000,000 (excluding audit fees) in any Fiscal Year Year, to the extent necessary to permit Holdings, Parent or any direct or indirect parent, as applicable, to maintain its legal existence and to pay reasonable out-of-pocket general administrative costs and expenses (which may include out-of-pocket legal, accounting and filing costs, other reasonable and customary corporate overhead expenses incurred in the Ordinary Course of Business and customary transaction-based fees and expenses of third-party investment bankers and advisers for services rendered to Holdings, Parent or any direct or indirect parent relating to Holdings, Parent or any direct or indirect parent and their Subsidiaries not prohibited hereunder) and (ii) to the extent necessary to permit Holdings or Parent to pay, to the extent permitted to be paid pursuant to Section 5.7(b), amounts due and payable by Holdings, Parent or any direct or indirect parent, in each case, so long asas Holdings, after giving pro forma Parent or any direct or indirect parent applies the amount of any such distribution for any such purpose within 30 days of receipt; (e) the Credit Parties may pay, as and when due and payable scheduled and mandatory payments of principal, interest, fees and expenses and other required payments in respect of the Second Lien Debt in accordance with the Second Lien Loan Documents as in effect on the date hereof or as amended in accordance with the Intercreditor Agreement as in effect on the Closing Date or as otherwise amended in accordance with its terms, and in each case to the extent permitted by the Intercreditor Agreement as in effect on the Closing Date or as otherwise amended in accordance with its terms; (f) the Credit Parties may pay, as and when due and payable, non-accelerated scheduled and mandatory payments of interest, fees and expenses and other payments, in each case in respect of Subordinated Indebtedness (including Seller Notes and Permitted Junior Debt), solely to the extent permitted under the subordination terms with respect thereto; (g) the Credit Parties may make Restricted Payments in an aggregate amount not to exceed the Available Amount at the time such dividendRestricted Payment is made; provided that, payment and distributionsolely with respect to the use of the Retained ECF Amount, (i) no Event of Default shall then exists exist or would exist immediately after giving effect thereto, (ii) as of the last day of the most recent quarter for which financial statements have been delivered pursuant to Section 4.1(b), the Leverage Ratio (on a Net Basis), computed both before and recomputed on a pro forma basis after giving effect to such Restricted Payment (as demonstrated by a certificate of a Responsible Officer of the Borrower setting forth the applicable calculations in reasonable detail), shall not exceed (x) the maximum Leverage Ratio (on a Net Basis) permitted under Section 6.1 (assuming for such purpose that the maximum Leverage Ratio (on a Net Basis) permitted as of any date occurring prior to December 31, 2014 is 8.00:1.00) or (y) 6:00:1.00, and (iii) as of the last day of the most recent quarter for which financial statements have been delivered pursuant to Section 4.1(b), the Senior Leverage Ratio (on a Net Basis), computed both before and recomputed on a pro forma basis after giving effect to such Restricted Payment (as demonstrated by a certificate of a Responsible Officer of the Borrower setting forth the applicable calculations in reasonable detail), shall not exceed (x) the maximum Senior Leverage Ratio (on a Net Basis) permitted under Section 6.2 (assuming for such purpose that the maximum Senior Leverage Ratio (on a Net Basis) permitted as of any date occurring prior to December 31, 2014 is 7.00:1.00) or (y) 4.75:1.00; provided, however, that the foregoing conditions in clauses (i), (ii) and (iii) immediately above shall not apply to extent such Restricted Payment is made solely with the Net Issuance Proceeds of any Excluded Equity Issuance; (h) the Credit Parties may, make Restricted Payments with the Net Issuance Proceeds of an Incremental Term Loan, Second Lien Incremental Loan or Permitted Junior Debt so long as (i) no Event of Default shall then exist or would exist immediately after giving effect thereto, (ii) as of the last day of the most recent quarter for which financial statements have been delivered pursuant to Section 4.1(b), the Leverage Ratio (on a Net Basis), computed both before and recomputed on a pro forma basis after giving effect to such Restricted Payment (as demonstrated by a certificate of a Responsible Officer of the Borrower setting forth the applicable calculations in reasonable detail), shall not exceed (x) the maximum Leverage Ratio (on a Net Basis) permitted under Section 6.1 (assuming for such purpose that the maximum Leverage Ratio (on a Net Basis) permitted as of any date occurring prior to December 31, 2014 is 8.00:1.00) or (y) 6:00:1.00, and (iii) as of the last day of the most recent quarter for which financial statements have been delivered pursuant to Section 4.1(b), the Senior Leverage Ratio 4.75:1. 00; (i) the Credit Parties (other than Holdings) may pay, as and when due and payable, (A) Contingent Acquisition Consideration so long as (i) no Event of Default shall then exist or would exist immediately after giving effect thereto, (ii) as of the last day of the most recent quarter for which financial statements have been delivered pursuant to Section 4.1(b), the Leverage Ratio (on a Net Basis), computed both before and recomputed on a pro forma basis after giving effect to such Restricted Payment (as demonstrated by a certificate of a Responsible Officer of the Borrower setting forth the applicable calculations in reasonable detail), shall not exceed the maximum Leverage Ratio (on a Net Basis) permitted under Section 6.1 (assuming for such purpose that the maximum Leverage Ratio (on a Net Basis) permitted as of any date occurring prior to December 31, 2014 is 8.00:1.00), and (iii) as of the last day of the most recent quarter for which financial statements have been delivered pursuant to Section 4.1(b), the Senior Leverage Ratio (on a Net Basis), computed both before and recomputed on a pro forma basis after giving effect to such Restricted Payment (as demonstrated by a certificate of a Responsible Officer of the Borrower setting forth the applicable calculations in reasonable detail), shall not exceed the maximum Senior Leverage Ratio (on a Net Basis) permitted under Section 6.2 (assuming for such purpose that the maximum Senior Leverage Ratio (on a Net Basis) permitted as of any date occurring prior to December 31, 2014 is 7.00:1.00); (j) the Credit Parties may make Restricted Payments on the Closing Date to consummate the Related Transactions that are to be consummated on the Closing Date; (k) repurchases of Stock and Stock Equivalents deemed to occur upon “cashless” exercise of stock options or warrants or similar rights to the extent such Stock or Stock Equivalents represent a portion of the exercise price of such options or warrants or similar rights; (l) the Borrower or any of its Subsidiaries may pay cash in lieu of any fractional share of Stock in connection with any dividend, split or combination thereof or any Permitted Acquisition; and (m) any non-Wholly Owned Subsidiary of the Borrower may make Restricted Payments to holders of its Stock and Stock Equivalents generally so long as (i) the Borrower or its Subsidiary that owns the Stock and Stock Equivalents in the non-Wholly Owned Subsidiary making such Restricted Payment receives at least its proportionate share thereof (based upon the relative holding of the Stock and Stock Equivalents in the non-Wholly Owned Subsidiary making such Restricted Payment) and (ii) no Default or Event of Default has occurred and is continuing or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to of such distribution, payment or dividend, the Payment Conditions are satisfiedRestricted Payment.

Restricted Payments. Declare The Credit Parties will not, and will not permit any of the Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to holders of its Equity Interests or incur make any obligation distribution of its Property to its respective Equity Interest holders (contingent all of which shall be referred to as a “Restricted Payment” for purposes of this Section 9.04(a)), except: (i) the Borrower may declare and pay Restricted Payments with respect to its Equity Interests payable solely in additional shares (or otherwisethe right to acquire additional shares) of its Equity Interests (other than Disqualified Capital Stock); (ii) Restricted Subsidiaries of the Borrower may declare and pay Restricted Payments ratably with respect to do so, except that, their Equity Interests to its direct parent that is the Borrower or a Subsidiary Guarantor; (iii) so long as no Default or Event of Default shall have occurred as, both before and be continuing prior to or immediately after giving effect thereto, each of the RP/Investment Conditions is satisfied, the Borrower may declare or make, or agree to pay or make, directly or indirectly, any action described below or would result therefrom:Restricted Payment, in each case in cash, and with respect to dividends and distributions, ratably with respect to its Equity Interests; (aiv) each Subsidiary of Parent the Borrower may make Restricted Payments pursuant to any and in accordance with stock option plans or other Subsidiary benefit plans for management or to Parent;employees of the Borrower and its Subsidiaries; and (bv) the Parent and each Subsidiary thereof Borrower may declare and make dividend payments Restricted Payments with the net cash proceeds of a substantially concurrent sale or other distributions payable solely in the common stock or other common issuance of Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxesDisqualified Capital Stock) incurred in of the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets Borrower (to the extent contributed to the Borrower and other than a sale or issuance to a Subsidiary of the Equity Interests Borrower) or of Intermediate Holdco or the Parent or other assets relating a substantially concurrent cash contribution to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxesDisqualified Capital Stock) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, Borrower (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, to the Notes Indenture or any other agreement or instrument relating extent contributed to Indebtedness of any Loan Party or any of their Subsidiaries, the Borrower and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than a contribution by a Subsidiary of the Equity Interests Borrower); provided, that the making of Intermediate Holdco a Restricted Payment within 90 days after such sale, issuance or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco contribution shall be limited deemed to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedbe substantially concurrent.

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default or Event of Default that the following shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrompermitted: (a) each Subsidiary of Parent the Borrower may (i) declare and make Restricted Payments to any the Borrower and the Guarantors (other Subsidiary than the REIT), and (ii) declare and make Restricted Payments ratably to the holders of such Subsidiary’s Equity Interests according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made so long as the Borrower (directly or to Parentthrough other Subsidiaries of the Borrower) receives its proportionate share thereof; (b) the Parent REIT and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such PersonPerson or its direct or indirect parent (and, to the extent constituting a dividend or distribution under applicable Laws, the issuance of common or preferred Equity Interests in connection with the conversion of any Indebtedness); (c) (i) the Parent REIT and each Subsidiary thereof may pay cash dividendspurchase, payments and distributions redeem or otherwise acquire Equity Interests or warrants or options to obtain such Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its or its direct or indirect parent’s common stock or other common Equity Interests, (ii) the REIT and/or the Borrower may purchase, redeem or otherwise acquire limited partnership interests of the Borrower held by a limited partner thereof in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the exchange for Equity Interests of Intermediate Holdco or the Parent REIT so long as, after giving effect to any such purchase, redemption or other assets relating acquisition, a Change of Control does not occur and (iii) the Borrower may redeem limited partnership interests of the Borrower held by a limited partner thereof for cash to the Equity Interests of extent such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made a redemption is required by the Parent with respect Borrower Limited Partnership Agreement; provided, that the aggregate amount of cash paid for all such redemptions made pursuant to Holdings and such Intermediate Holdco this clause (iii) shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parentnot exceed $10,000,000; (d) the Parent may Borrower shall be permitted to declare and pay cash dividendsother Restricted Payments; provided, 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 that, (i) registration, public offerings if an Event of Default under Section 8.01(a) shall have occurred and exchange listing of equity be continuing 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 governmental, regulatory or self-regulatory body or stock exchange, this Agreementwould result therefrom, the Notes Indenture or any other agreement or instrument relating Borrower’s ability to Indebtedness of any Loan Party or any of their Subsidiaries, declare and make cash Restricted Payments under this clause (iiid) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to pro rata cash dividends on its Equity Interests and pro rata cash distributions with respect thereto in an amount that will result in the Parent;REIT receiving the minimum amount of funds required to be distributed to its equity holders in order for the REIT to maintain its status as a Real Estate Investment Trust for federal and state income tax purposes and avoid the payment of federal and state income taxes and excise taxes and (ii) the Borrower shall not be permitted to make cash Restricted Payments under this clause (d) following (1) the acceleration of the Obligations pursuant to Section 8.02 or (2) the occurrence of any Event of Default under Section 8.01(f) or (g) with respect to the Borrower or the REIT; and (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant REIT shall be permitted to dividend or distribute to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase holders of its Equity Interests (i) in an aggregate amount not any amounts received by the REIT pursuant to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedSection 7.06(d).

Restricted Payments. Declare No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default 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 Subsidiary of Parent Secured Guarantor may declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) Restricted Payments to the Borrower or any other Subsidiary or to ParentSecured Guarantor; (b) so long as no Event of Default has occurred and is continuing, each Secured Guarantor may declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) Restricted Payments (except Restricted Payments of Equity Interests in any Borrowing Base Covenant Subsidiary, Borrowing Base Assets and Borrowing Base Asset Proceeds) ratably to the Parent holders of such Secured Guarantor’s Equity Interests according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (c) each Subsidiary that is not a Secured Guarantor may declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) Restricted Payments ratably to the holders of such Subsidiary’s Equity Interests according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (d) the Borrower and each Subsidiary thereof may declare and/or make (and make incur any obligation (contingent or otherwise) to declare and/or make) dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, ; provided that, if Holdings or Intermediate Holdco shall own in the case of any material assets (other than Subsidiaries the Equity Interests of Intermediate Holdco which are pledged, or the Parent or other assets relating required to be pledged, to the Administrative Agent for the benefit of the Secured Parties, the Equity Interests so distributed are so pledged (limited, in the case of any Excluded Foreign Subsidiary, to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Intermediate Holdco Excluded Foreign Subsidiary (and only the certificates or the Parent), instruments representing such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco Equity Interests shall be limited required to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums thereforbe delivered hereunder), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) so long as no Default shall have occurred and be continuing at the Parent time of any action described below or would result therefrom, the Borrower and each Subsidiary thereof may paypurchase, without duplication, cash dividends, payments redeem and/or otherwise acquire (and distributions incur any obligation (A) pursuant to the Tax Sharing Agreement and (Bcontingent or otherwise) to pay purchase, redeem and/or otherwise acquire) Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or permit Holdings or Intermediate Holdco to pay any Related Taxes; andother common Equity Interests; (f) the Parent may Borrower shall be permitted to declare and/or pay cash dividends(and incur any obligation (contingent or otherwise) to declare and/or pay) dividends (which may, payments and distributions to Intermediate Holdco for distribution to Holdingsthe avoidance of doubt, to enable be in the Holdings to pay cash dividends and repurchase form of cash, common stock or other common Equity Interests) on its Equity Interests or declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) distributions with respect thereto in an amount for any fiscal year of the Borrower equal to such amount as is necessary for the Borrower to (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise maintain its status as a result thereof, REIT and (ii) without limitation so long as no Default is continuing or would result therefrom, avoid payment of any corporate or excise Taxes, including pursuant to amount if after giving Code Section 857 and 4981; (g) each Secured Guarantor may declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) any Restricted Payments ratably to the holders of such Secured Guarantor’s Equity Interests according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made of (i) Borrowing Base Asset Proceeds permitted to be withdrawn from Borrowing Base Accounts pursuant to Section 2.06(e) and (ii) Borrowing Base Assets to the extent expressly permitted by Section 2.15; (h) the Borrower or any Subsidiary may declare and/or pay Restricted Payments (except Restricted Payments of Equity Interests in any Borrowing Base Covenant Subsidiary, Borrowing Base Assets and Borrowing Base Asset Proceeds) (x) to the extent required to pay regularly scheduled interest and customary additional interest (including under any registration rights agreement) and principal at the fixed maturity date with respect to any Convertible Debt Securities or the Senior Notes and (y) to permit the exercise of put or conversion rights pursuant to Convertible Debt Securities, exercise of put rights pursuant to the Senior Notes Indenture and redemptions of the Senior Notes; (i) the Borrower or any Subsidiary may declare and/or pay Restricted Payments (except Restricted Payments of Equity Interests in any Borrowing Base Covenant Subsidiary, Borrowing Base Assets and Borrowing Base Asset Proceeds) to repay, purchase, redeem, defease or otherwise acquire or retire for value Indebtedness of the Borrower or any of its Subsidiaries that is unsecured or subordinated in right of payment to the Obligations to the extent that, taking into account the making of such Restricted Payment, the Borrower and its Subsidiaries shall be in compliance, on a pro forma effect basis, with the provisions of Section 7.12; and (j) the Borrower and each Subsidiary may declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) any Restricted Payment (except Restricted Payments of Equity Interests in any Borrowing Base Covenant Subsidiary, Borrowing Base Assets and Borrowing Base Asset Proceeds), provided that such distributionRestricted Payment may only be made if (i) at the time of such Restricted Payment, payment no Default shall have occurred and be continuing or dividendresult therefrom and (ii) taking into account such Restricted Payment, the Payment Conditions are satisfiedBorrower and its Subsidiaries shall be in compliance, on a pro forma basis, with the provisions of Section 7.12; provided that nothing in this Section 7.06 shall permit any transaction that is not permitted under Section 2.15.

Restricted Payments. Declare or makeThe Borrower shall not, nor shall permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Payment, except for the following: (i) Restricted Payments by any Subsidiary of the Borrower to any Loan Party and (ii) Restricted Payments by a non-Wholly-Owned Subsidiary of the Borrower to its shareholders generally so long as the Borrower or incur any obligation Subsidiary which owns the equity interest or interests in the non-Wholly-Owned Subsidiary paying such dividends receives at least its proportionate share thereof (contingent based on its relative holdings of equity interests in the non-Wholly-Owned Subsidiary paying such dividends and taking into account the relative preferences, if any, of the various classes of equity interests in such Subsidiary); (b) dividends and distributions declared and paid on the common Stock of the Borrower and 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) ordinary operating expenses of Holdings not in excess of $4,000,000 in the aggregate in any Fiscal Year; (ii) reasonable and customary indemnification claims made by directors or otherwiseofficers of Holdings attributable to the ownership or operations of the Borrower and its Subsidiaries; (iii) payments by Holdings in respect of foreign, federal, state or local taxes owing by Holdings in respect of the Borrower and its Subsidiaries, but not greater than the amount that would be payable by the Borrower and its Subsidiaries, on a consolidated, combined or unitary basis; (iv) the Restricted Payments permitted to be made by Holdings under clause (f) below; and (v) fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering (whether or not successful) permitted by 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 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 do somembers of management, except 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 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 Subsidiary from members of management of Holdings, 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 direct or indirect parent of the Borrower; provided, however, that the Restricted Payments described in clauses (c) through (h) above shall not be permitted if either (A) an Event of Default or Event of Default shall have occurred and be continuing prior to at the date of declaration or immediately after giving effect to any action described below payment thereof or would result therefrom: therefrom or (aB) each Subsidiary such Restricted Payment is prohibited under the terms of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets Indebtedness (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (dObligations) 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 governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party Borrower or any of their its Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfied.

Restricted Payments. Declare The Company will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, (it being understood and agreed that the Company and the Subsidiaries shall be permitted to agree to pay or make a Restricted Payment, or incur any obligation (contingent or otherwise) to do so, so long as the actual payment or making of such Restricted Payment is contingent upon (x) receipt of the consent therefor (via a waiver or amendment to this Section 6.07) from the requisite number of Lenders in accordance with Section 9.03 or (y) the Commitments having expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable (other than contingent amounts not yet due) under any Loan Document having been paid in full in cash and all Letters of Credit having expired or been terminated (or otherwise having become subject to Cash Collateralization or other arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank (including in respect of fees that would otherwise be payable in connection with such Letters of Credit pursuant to the terms of this Agreement), and all LC Disbursements having been reimbursed, except that(a) the Company may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Company may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Company and its Subsidiaries and (d) the Company and its Subsidiaries may make any other Restricted Payment (including without limitation the payment of dividends in cash with respect to its Equity Interests) so long as no Default or Event of Default shall have has occurred and be is continuing prior to making such Restricted Payment or immediately would arise after giving effect to any action described below or would result therefrom: (aincluding pro forma effect) each Subsidiary thereto and the aggregate amount of Parent may make such Restricted Payments to does not exceed $50,000,000 during any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance fiscal year of the same, (ii) reporting obligations under, or Company; provided that no such Dollar limitation shall apply if the Company has complied and remains in connection compliance with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedAdjusted Covenant Requirement.

Restricted Payments. Declare The Parent shall not, and shall not permit any of its Subsidiaries to, declare or make, directly or indirectly, make any Restricted Payment; provided, or incur any obligation (contingent or otherwise) to do sohowever, except that, that the Parent and its Subsidiaries may declare and make the following Restricted Payments so 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 Subsidiary of Parent the Borrower may make Restricted Payments declare and pay cash dividends to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely holders of partnership interests in the common stock or other common Equity Interests Borrower with respect to any fiscal year ending during the term of such Person; (c) this Agreement to the extent necessary for the Parent to distribute, and the Parent may pay so distribute, cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable dividends to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) shareholders in an aggregate amount not to exceed $30,000,000 the greater of (i) the amount required to be distributed for the Parent to remain in compliance with Section 7.13. or (ii) 95.0% of Funds From Operations; (b) the Borrower may declare and pay cash distributions of capital gains to the Parent and other holders of partnership interests in the Borrower to the extent necessary for the Parent to make, and the Parent may make, cash distributions to its shareholders of capital gains resulting from gains from certain asset sales to the extent necessary to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and 4981 of the Internal Revenue Code; (c) the Parent, the Borrower or any Fiscal Year as long asSubsidiary may acquire the Equity Interests of a Subsidiary that is not a Wholly Owned Subsidiary; (d) a Subsidiary that is not a Wholly Owned Subsidiary may make cash distributions to holders of Equity Interests issued by such Subsidiary; and (e) Subsidiaries may pay Restricted Payments to the Parent, after giving pro forma effect the Borrower or any other Subsidiary. Notwithstanding the foregoing, but subject to such dividendthe following sentence, payment and distribution, no if a Default or Event of Default then exists exists, the Borrower may only declare and make cash distributions to the Parent and other holders of partnership interests in the Borrower with respect to any fiscal year to the extent necessary for the Parent to distribute, and the Parent may so distribute, an aggregate amount not to exceed the minimum amount necessary for the Parent to remain in compliance with Section 7.13. If a Default or would arise Event of Default specified in Section 10.1.(a), Section 10.1.(b), Section 10.1.(f) or Section 10.1.(g) shall exist, or if as a result thereofof the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 10.2.(a), the Parent shall not, and (ii) without limitation as shall not permit any Subsidiary to, make any Restricted Payments to amount if after giving pro forma effect any Person other than to such distribution, payment the Parent or dividend, the Payment Conditions are satisfiedany Subsidiary.

Restricted Payments. Declare (a) The Borrower and the Guarantors will not, and PXRE Group will not permit or makecause any of its Subsidiaries to, directly or indirectly, declare or make any Restricted Paymentdividend payment, or incur make any obligation (contingent other distribution of cash, property or otherwise) assets, in respect of any of its Capital Stock or any warrants, rights or options to do soacquire its Capital Stock, or purchase, redeem, retire or otherwise acquire for value any shares of its Capital Stock or any warrants, rights or options to acquire its Capital Stock, or set aside funds for any of the foregoing, except that, so 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: (ai) each PXRE Group may (v) declare and make dividend payments or other distributions to holders of PXRE Group's Capital Stock (including, without limitation, its common stock), in cash or in shares of such Capital Stock, (w) cause the Borrower to make payments to any Subsidiary pursuant to Indebtedness related to any Trust Preferred Securities, and (x) purchase, redeem, retire or otherwise acquire shares of its Capital Stock, in cash or in-kind, and the Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof Borrower that has issued Trust Preferred Securities may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests to holders of such Person; (c) the Parent may pay Trust Preferred Securities and purchase, redeem, retire or otherwise acquire such Trust Preferred Securities, in cash dividendsor in-kind, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, each case provided that, if Holdings immediately after giving effect thereto, (y) no Default or Intermediate Holdco shall own any material assets Event of Default would exist, and (other than z) the Equity Interests of Intermediate Holdco or the Parent or other assets relating Fixed Charge Coverage Ratio would be at least 1.5 to the Equity Interests of such Intermediate Holdco or the Parent)1.0, such cash dividends, payments and distributions made by the Parent with respect ratio to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, for purposes of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with this clause (i) registration, public offerings and exchange listing of equity or debt securities and maintenance as of the samelast day of the most recently ended fiscal quarter as if such dividend, (ii) reporting obligations underdistribution, payment or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests acquisition had been effected as of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxesdate; and (fii) the Parent each Wholly Owned Subsidiary of PXRE Group may pay cash dividends, declare and make dividend payments and or other distributions to Intermediate Holdco for distribution to HoldingsPXRE Group or another Wholly Owned Subsidiary of PXRE Group, to enable the Holdings to pay cash dividends extent not prohibited under applicable Requirements of Law. (b) The Borrower and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereofthe Guarantors will not, and PXRE Group will not permit or cause any of its Subsidiaries to, make (iior give any notice in respect of) without limitation as to amount if after giving pro forma effect to such distribution, any voluntary or optional payment or dividendprepayment of principal on any Subordinated Indebtedness, or directly or indirectly make any redemption (including pursuant to any change of control provision), retirement, defeasance or other acquisition for value of any Subordinated Indebtedness, or make any deposit or otherwise set aside funds for any of the Payment Conditions are satisfiedforegoing purposes.

Restricted Payments. Declare Neither the Company nor the Borrower shall, and shall not permit any of their respective Subsidiaries to, declare or make, directly or indirectly, make any Restricted Payment; provided, or incur any obligation (contingent or otherwise) to do sohowever, except thatthat the Company, the Borrower and their respective Subsidiaries may declare and make the following Restricted Payments so 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 Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent Borrower may pay cash dividends, payments dividends to the QRS Subsidiary and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred holders of partnership interests in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent Borrower with respect to Holdings and such Intermediate Holdco shall be limited any fiscal year ending during the term of this Agreement to the reasonable and proportional share, as determined by extent necessary for the Parent in its reasonable discretion, of such expenses incurred by Holdings QRS Subsidiary and the Intermediate Holdco solely relating or allocable Company to distribute, and the QRS Subsidiary and the Company may so distribute, cash dividends to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) shareholders in an aggregate amount not to exceed $30,000,000 the greater of (i) the amount required to be distributed for the Company to remain in compliance with Section 3.14 or (ii) 95.0% of Funds From Operation; (b) the Borrower may pay cash dividends to the QRS Subsidiary and other holders of partnership interests in the Borrower to the extent necessary to permit the QRS Subsidiary and the Company to make, and the QRS Subsidiary and the Company may make, cash distributions to its shareholders of capital gains resulting from gains from certain asset sales to the extent necessary to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and 4981 of the Internal Revenue Code; (c) the Company, the Borrower or any Fiscal Year Subsidiary of the Company or the Borrower may acquire the Equity Interests of a Subsidiary that is not a wholly owned Subsidiary to the extent otherwise permitted herein; (d) a Subsidiary that is not a wholly owned Subsidiary may make cash distributions to holders of Equity Interests issued by such Subsidiary; (e) Subsidiaries may pay Restricted Payments to the Borrower or any other Subsidiary; (f) the Borrower may redeem or repurchase its exchangeable senior notes issued under that certain Indenture Agreement dated as long asof October 24, after giving pro forma 2006, as in effect on the date hereof; (g) the Company may acquire limited partnership interests in the Borrower in exchange for cash or common stock of the Company; and (h) the Company or the Borrower may make open market purchases of the issued and outstanding common stock of the Company or the limited partnership interests in the Borrower (and the Borrower may make distributions to such dividendthe Company for the purpose of making the purchases permitted by this clause). Notwithstanding the foregoing, payment and distributionbut subject to the following sentence, no if a Default or Event of Default then exists exists, the Borrower may only declare and make cash distributions to the QRS Subsidiary and other holders of partnership interests in the Borrower with respect to any fiscal year to the extent necessary for the QRS Subsidiary and the Company to distribute, and the QRS Subsidiary and the Company may so distribute, an aggregate amount not to exceed the minimum amount necessary for the Company to remain in compliance with Section 3.14. If a Default or would arise Event of Default specified in Article VII clauses (a), (b), (h) or (i) shall exist, or if as a result thereofof the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Article VII, neither the Company nor the Borrower shall, and (ii) without limitation as shall not permit any Subsidiary to, make any Restricted Payments to amount if after giving pro forma effect any Person other than to such distribution, payment or dividend, the Payment Conditions are satisfiedBorrower.

Restricted Payments. Declare The Borrower will not, and will not permit any Subsidiary (other than NMTC Subsidiaries to the extent not reasonably expected to result in a Material Adverse Effect) to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so 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 therefromexcept: (a) each the Borrower may declare and pay dividends and other distributions with respect to its Equity Interests payable solely in perpetual common Equity Interests; (i) any Subsidiary of Parent may declare and make Restricted Payments to the Borrower or any other Subsidiary or to Parent; Guarantor, and (bii) the Parent and each any Excluded Subsidiary thereof may declare and make dividend payments pay Restricted Payments to the Borrower or other distributions payable solely in the common stock or other common Equity Interests of such Personany Subsidiary; (c) the Parent any Subsidiary that is not a wholly-owned Subsidiary may declare and pay cash dividends, payments and distributions in an amount sufficient dividends to allow Holdings and Intermediate Holdco to pay expenses its equity holders generally so long as the Borrower (other than taxes) incurred or a Subsidiary thereof which owns the equity interests in the ordinary course Subsidiary paying such dividend) receives at least its proportional share thereof (based upon its relative holding of business, provided thatthe equity interests in the Subsidiary paying such dividend and taking into account the relative preferences, if Holdings or Intermediate Holdco shall own any material assets (other than any, of the various classes of Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of issued by such Intermediate Holdco or the ParentSubsidiary), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Borrower or any Subsidiary may declare and pay Restricted Payments to the Parent may pay cash dividendsin cash, 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 provided that (i) registrationthe Parent shall use the proceeds of each such Restricted Payment to pay a regularly scheduled cash payment of interest on indebtedness permitted by Section 7.1(f), public offerings and exchange listing of equity Section 7.1(g) or debt securities and maintenance of the sameSection 7.1(p), (ii) reporting obligations underno such Restricted Payment shall be made before the date that is 30 days prior to the due date (without giving effect to any grace period) of such regularly scheduled cash interest payment, or in connection (iii) no such Restricted Payment shall, when aggregated with compliance withall other Restricted Payments made pursuant to this Section 7.8(d) with respect to any such regularly scheduled cash interest payment, applicable laws or applicable rules exceed the amount of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiariessuch regularly scheduled cash interest payment, and (iiiiv) indemnification immediately before and reimbursement of directorsimmediately after giving effect thereto, officers and employees in respect of liabilities relating to their serving in any such capacity, no Default shall or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parentwould exist; (e) the Parent Borrower may pay, without duplication, declare and pay Restricted Payments in cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement Parent in an amount that, during any fiscal year, would not exceed the portion of the income taxes payable by the Parent in such fiscal year attributable to the Borrower and its Subsidiaries; (Bf) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes[reserved]; and (fg) the Parent Borrower or any Subsidiary may declare and pay cash dividendsother Restricted Payments in cash, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests provided that (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, immediately before and immediately after giving pro forma effect to such dividend, payment and distribution, thereto no Event of Default then exists shall or would arise as a result thereofexist, and (iiii)(A) without limitation as to amount if immediately before and after giving pro forma effect to such distributionthereto no High Ratio Condition shall or would exist, payment or dividend(B) immediately after giving effect thereto, the Payment Conditions are satisfied.amount of all Restricted Payments made pursuant to this Section 7.8(g)(ii)(B) would not exceed $5,000,000 in the aggregate since the Fourth Restatement Closing Date. 1821445.29\C072091\0303228

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default 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 Parent the Borrower may make Restricted Payments to any other Subsidiary or Loan Party (other than Holdings) and any other Person that owns a direct Equity Interest (other than Disqualified Equity Interests) in such Restricted Subsidiary, ratably according to Parenttheir respective holdings of the type of Equity Interests in respect of which such Restricted Payment is being made; (b) the Parent Borrower and each Subsidiary thereof of its Restricted Subsidiaries may declare and make dividend payments or other distributions payable solely in the common or preferred stock or other common or preferred Equity Interests of such PersonPerson (other than Disqualified Equity Interests); provided that such Equity Interests shall be pledged to the Collateral Agent to the extent required by Section 6.12 hereof; (c) the Parent Borrower may declare and pay cash dividends, payments and distributions dividends to Holdings in an amount sufficient not to allow exceed an amount necessary to permit Holdings and Intermediate Holdco to pay (i) reasonable and customary corporate and operating expenses relating to maintaining its ownership interest in the Borrower (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, and compensation, benefits and other than taxes) incurred amounts payable to officers and employees in connection with their employment in the ordinary course of businessbusiness and to board of director observers), provided that(ii) franchise Taxes and similar fees required to maintain its corporate existence, if (iii) any income Taxes imposed on Holdings or Intermediate Holdco shall own its direct or indirect parent of Holdings as the common parent of a consolidated, combined or similar Tax group of which the Borrower and/or its Restricted Subsidiaries are members, up to an amount not to exceed the amount of any material assets such income Taxes that the Borrower and its Restricted Subsidiaries would have been required to pay on a separate company (other than or a stand-alone Tax group) basis (reduced by any income Taxes paid directly by the Equity Interests Borrower or its Restricted Subsidiaries); provided that in determining the hypothetical income Tax liability of Intermediate Holdco the Borrower and/or its Restricted Subsidiaries on a separate company (or a stand-alone Tax group) basis for the Parent or other assets relating to the Equity Interests purpose of such Intermediate Holdco or the Parentclause (iii), 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 any interest expense on any Indebtedness incurred by Holdings shall be treated as the interest expense of the Borrower and any dividends by Borrower attributable to the Intermediate Holdco solely relating income of any Unrestricted Subsidiary shall be permitted only to the extent that cash payments were made for such purpose by such Unrestricted Subsidiary to the Borrower or allocable to any of its Equity Interests Restricted Subsidiaries and (iv) all costs or fees incurred in the Parentcompliance with or in anticipation of compliance with Securities Laws and state securities Laws; (d) Borrower may (or make Restricted Payments to allow Holdings or any direct or indirect parent thereof to) repurchase, redeem or otherwise acquire or retire shares of its capital stock held by officers, directors or employees of Holdings or any Restricted Subsidiary (or their estates or trusts) following the Parent death, disability or termination of employment of any such Person and, so long as no Default shall have occurred and be continuing (or would result therefrom), the Borrower may pay cash dividendsdividends to Holdings to permit such repurchase, redemption, retirement or acquisition; provided that the aggregate amount of payments and distributions to Holdings by the Borrower under this clause (d) will not exceed $2.5 million 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 any Fiscal Year of the same, Borrower (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules any unused portion of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving such scheduled amount available for use in any such capacity, or obligations in respect of director and officer insurance (including premiums thereforsucceeding Fiscal Year), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) so long as no Event of Default shall have occurred and be continuing or would result therefrom, Borrower and each of its Restricted Subsidiaries may make other Restricted Payments at any time in an amount not to exceed the Parent may pay, without duplication, cash dividends, payments and distributions sum of (Ai) pursuant to $10.0 million in the Tax Sharing aggregate during the term of this Agreement and (Bii) if, after giving effect to pay such Restricted Payment on a Pro Forma Basis, the Consolidated Leverage Ratio as of the last day of the most recently ended Measurement Period would be no greater than 2.00:1.00, the Available Amount at such time (for the purposes of clarity, the Available Amount under this clause (ii) cannot be used to make Restricted Payments (or permit payments to Holdings in order for Holdings to make) in order to make cash dividend payments on Holdings’ preferred stock); (f) Investments permitted by Section 7.03; (g) repurchases of Equity Interests in Holdings, the Borrower or any of the Restricted Subsidiaries deemed to occur upon exercise of stock options or warrants or similar rights to the extent such Equity Interests represent a portion of the exercise price of such options or warrants or similar rights; (h) the Borrower may make Restricted Payments to Holdings or Intermediate Holdco to pay any Related Taxesdirect or indirect parent of Holdings (and Holdings may make Restricted Payments to any direct or indirect parent of Holdings) the proceeds of which shall be used to make payments permitted under Sections 7.08(d), (e) and (h) (but only to the extent such payments have not been and are not expected to be made by the Borrower or a Restricted Subsidiary); (i) the declaration and payment of dividends on the Borrower’s common stock following the first public offering of the Borrower’s common stock or the common stock of any of its direct or indirect parents after the Closing Date, of up to 6.0% per annum of the net proceeds received by or contributed to the Borrower in or from any such public offering, other than public offerings with respect to the Borrower’s common stock registered on Form S-4 or Form S-8; (j) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration (i) such payment would have complied with the provisions of clause (i) and (ii) no Event of Default occurred and was continuing; and (fk) the Parent may pay cash dividendsSpecial Distribution; provided, payments for purposes of calculating the amount available to make Restricted Payments, any dividend or distribution paid in reliance on clause (j) shall be deemed to be a Restricted Payment on the date of declaration and distributions to Intermediate Holdco for distribution to Holdings, to enable not on the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event date of Default 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 Payment Conditions are satisfiedpayment.

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default 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 Parent the Borrower may make Restricted Payments to any other Subsidiary or Loan Party (other than Holdings) and any other Person that owns a direct Equity Interest (other than Disqualified Equity Interests) in such Restricted Subsidiary, ratably according to Parenttheir respective holdings of the type of Equity Interests in respect of which such Restricted Payment is being made; (b) the Parent Borrower and each Subsidiary thereof of its Restricted Subsidiaries may declare and make dividend payments or other distributions payable solely in the common or preferred stock or other common or preferred Equity Interests of such PersonPerson (other than Disqualified Equity Interests); provided that such Equity Interests shall be pledged to the Collateral Agent to the extent required by Section 6.12 hereof; (c) the Parent Borrower may declare and pay cash dividends, payments and distributions dividends to Holdings in an amount sufficient not to allow exceed an amount necessary to permit Holdings and Intermediate Holdco to pay (i) reasonable and customary corporate and operating expenses relating to maintaining its ownership interest in the Borrower (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, and compensation, benefits and other than taxes) incurred amounts payable to officers and employees in connection with their employment in the ordinary course of businessbusiness and to board of director observers), provided that(ii) franchise Taxes and similar fees required to maintain its corporate existence, if (iii) any income Taxes imposed on Holdings or Intermediate Holdco shall own its direct or indirect parent of Holdings as the common parent of a consolidated, combined or similar Tax group of which the Borrower and/or its Restricted Subsidiaries are members, up to an amount not to exceed the amount of any material assets such income Taxes that the Borrower and its Restricted Subsidiaries would have been required to pay on a separate company (other than or a stand-alone Tax group) basis (reduced by any income Taxes paid directly by the Equity Interests Borrower or its Restricted Subsidiaries); provided that in determining the hypothetical income Tax liability of Intermediate Holdco the Borrower and/or its Restricted Subsidiaries on a separate company (or a stand-alone Tax group) basis for the Parent or other assets relating to the Equity Interests purpose of such Intermediate Holdco or the Parentclause (iii), 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 any interest expense on any Indebtedness incurred by Holdings shall be treated as the interest expense of the Borrower and any dividends by Borrower attributable to the Intermediate Holdco solely relating income of any Unrestricted Subsidiary shall be permitted only to the extent that cash payments were made for such purpose by such Unrestricted Subsidiary to the Borrower or allocable to any of its Equity Interests Restricted Subsidiaries and (iv) all costs or fees incurred in the Parentcompliance with or in anticipation of compliance with Securities Laws and state securities Laws; (d) Borrower may (or make Restricted Payments to allow Holdings or any direct or indirect parent thereof to) repurchase, redeem or otherwise acquire or retire shares of its capital stock held by officers, directors or employees of Holdings or any Restricted Subsidiary (or their estates or trusts) following the Parent death, disability or termination of employment of any such Person and, so long as no Default shall have occurred and be continuing (or would result therefrom), the Borrower may pay cash dividendsdividends to Holdings to permit such repurchase, redemption, retirement or acquisition; provided that the aggregate amount of payments and distributions to Holdings by the Borrower under this clause (d) will not exceed $2.5 million 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 any Fiscal Year of the same, Borrower (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules any unused portion of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving such scheduled amount available for use in any such capacity, or obligations in respect of director and officer insurance (including premiums thereforsucceeding Fiscal Year), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) so long as no Event of Default shall have occurred and be continuing or would result therefrom, Borrower and each of its Restricted Subsidiaries may make other Restricted Payments at any time in an amount not to exceed the Parent may pay, without duplication, cash dividends, payments and distributions sum of (Ai) pursuant to $10.0 million in the Tax Sharing aggregate during the term of this Agreement and (Bii) if, after giving effect to pay such Restricted Payment on a Pro Forma Basis, the Consolidated Leverage Ratio as of the last day of the most recently ended Measurement Period would be no greater than 2.00:1.00, the Available Amount at such time (for the purposes of clarity, the Available Amount under this clause (ii) cannot be used to make Restricted Payments (or permit payments to Holdings in order for Holdings to make) in order to make cash dividend payments on Holdings’ preferred stock); (f) Investments permitted by Section 7.03; (g) repurchases of Equity Interests in Holdings, the Borrower or any of the Restricted Subsidiaries deemed to occur upon exercise of stock options or warrants or similar rights to the extent such Equity Interests represent a portion of the exercise price of such options or warrants or similar rights; (h) the Borrower may make Restricted Payments to Holdings or Intermediate Holdco to pay any Related Taxesdirect or indirect parent of Holdings (and Holdings may make Restricted Payments to any direct or indirect parent of Holdings) the proceeds of which shall be used to make payments permitted under Sections 7.08(d), (e) and (h) (but only to the extent such payments have not been and are not expected to be made by the Borrower or a Restricted Subsidiary); (i) the declaration and payment of dividends on the Borrower’s common stock following the first public offering of the Borrower’s common stock or the common stock of any of its direct or indirect parents after the Closing Date, of up to 6.0% per annum of the net proceeds received by or contributed to the Borrower in or from any such public offering, other than public offerings with respect to the Borrower’s common stock registered on Form S-4 or Form S-8; and (fj) the Parent may pay cash dividendspayment of any dividend or distribution within 60 days after the date of declaration thereof, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable if at the Holdings to pay cash dividends and repurchase its Equity Interests date of declaration (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment would have complied with the provisions of clause (i) and distribution, (ii) no Event of Default then exists or would arise as a result thereof, occurred and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfied.was continuing; and

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default or Event of Default that the following shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrompermitted: (a) each Subsidiary of Parent the Borrower may (i) declare and make Restricted Payments to any the Borrower and the Guarantors (other Subsidiary than the REIT), and (ii) declare and make Restricted Payments ratably to the holders of such Subsidiary’s Equity Interests according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made so long as the Borrower (directly or to Parentthrough other Subsidiaries of the Borrower) receives its proportionate share thereof; (b) the Parent REIT and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such PersonPerson or its direct or indirect parent (and, to the extent constituting a dividend or distribution under applicable Laws, the issuance of common or preferred Equity Interests in connection with the conversion of any Indebtedness); (c) (i) the Parent REIT and each Subsidiary thereof may pay cash dividendspurchase, payments and distributions redeem or otherwise acquire Equity Interests or warrants or options to obtain such Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its or its direct or indirect parent’s common stock or other common Equity Interests, (ii) the REIT and/or the Borrower may purchase, redeem or otherwise acquire limited partnership interests of the Borrower held by a limited partner thereof in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the exchange for Equity Interests of Intermediate Holdco or the Parent REIT so long as, after giving effect to any such purchase, redemption or other assets relating acquisition, a Change of Control does not occur and (iii) the Borrower may redeem limited partnership interests of the Borrower held by a limited partner thereof for cash to the Equity Interests of extent such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made a redemption is required by the Parent with respect Borrower Limited Partnership Agreement; provided, that the aggregate amount of cash paid for all such redemptions made pursuant to Holdings and such Intermediate Holdco this clause (iii) shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parentnot exceed $10,000,000; (d) the Parent may Borrower shall be permitted to declare and pay cash dividendsother Restricted Payments; provided that, 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 if an Event of Default under Section 8.01(a) shall have occurred and exchange listing of equity be continuing 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 governmental, regulatory or self-regulatory body or stock exchange, this Agreementwould result therefrom, the Notes Indenture or any other agreement or instrument relating Borrower’s ability to Indebtedness of any Loan Party or any of their Subsidiaries, declare and make cash Restricted Payments under this clause (iiid) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to pro rata cash dividends on its Equity Interests and pro rata cash distributions with respect thereto in an amount that will result in the Parent;REIT receiving the minimum amount of funds required to be distributed to its equityholders in order for the REIT to maintain its status as a Real Estate Investment Trust for federal and state income tax purposes and avoid the payment of federal and state income taxes and excise taxes and (ii) the Borrower shall not be permitted to make cash Restricted Payments under this clause (d) following (1) the acceleration of the Obligations pursuant to Section 8.02 or (2) the occurrence of any Event of Default under Section 8.01(f) or (g) with respect to the Borrower or the REIT; and (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant REIT shall be permitted to dividend or distribute to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase holders of its Equity Interests (i) in an aggregate amount not any amounts received by the REIT pursuant to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedSection 7.06(d).

Restricted Payments. Declare or make, directly or indirectly, Make any Restricted PaymentPayments except for (a) such to be used to pay director fees and expenses and overhead of Parent Holdco or Topco directly attributable to its direct or indirect ownership of Borrower and its Subsidiaries, (b) dividends and distributions by Subsidiaries of a Loan Party paid to such Loan Party (other than Parent Holdco); provided, that dividends and distributions by a non-wholly owned Subsidiary of a Loan Party shall only be made with the prior written consent of Agent if any Person other than a Loan Party would be entitled to receive any portion of such dividend or distribution, (c) tax distributions to allow Parent Holdco or Topco to pay franchise and other Taxes owed by either of them, but excluding any Taxes payable with respect to any Person that is not a Loan Party or Subsidiary thereof (other than Topco, solely as a member of the consolidated tax group including Borrower and its Subsidiaries) as well as the consolidated, combined, unitary or other group taxes owed by Topco and its Subsidiaries, (d) the purchase, redemption or other retirement of any common or preferred Equity Interests, or incur of any obligation options to purchase or acquire any such shares of common or preferred Equity Interests of such Loan Party or Topco other than (contingent or otherwiseprovided that (i) to do so, except that, so long as no Default or Event of Default shall have has occurred and be is continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) each Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereofof such Restricted Payment, (ii) after giving effect to such Restricted Payment, the Loan Parties and their Subsidiaries are in compliance on a pro forma basis with the financial covenants set forth in Section 6.5, recomputed for the most recent fiscal quarter for which financial statements have been delivered to Agent and Lenders pursuant to the terms of this Agreement, (iii) the aggregate Restricted Payments permitted under this clause (d) shall not exceed $2,500,000 during the term of this Agreement plus the amount of any net cash proceeds received from additional issuances of Equity Interests to other employees, officers or directors, and (iv) both before and after giving effect to such Restricted Payment, no Covenant Compliance Period (as defined in the PNC Credit Agreement) shall then be in effect) from employees, officers, directors and consultants, (e) (i) [reserved] and (ii) without limitation any other earnout or other similar deferred purchase price payment obligations incurred pursuant to a Permitted Acquisition (provided that (w) the earnout or other similar deferred purchase price payment obligations with respect to which such Restricted Payment described in clause (e)(ii) above is made are unsecured, (x) no Default or Event of Default has occurred and is continuing or would arise as to amount if a result of such Restricted Payment, (y) after giving pro forma effect to such distribution, payment or dividendRestricted Payment, the Loan Parties and their Subsidiaries are in compliance on a pro forma basis with the financial covenants set forth in Section 6.5, recomputed for the most recent fiscal quarter for which financial statements have been delivered to Agent and Lenders pursuant to the terms of this Agreement, and (z) the aggregate Restricted Payments permitted under this subclause (ii) shall not exceed $2,000,000 during any fiscal year), (f) any other Restricted Payment Conditions are satisfiedotherwise expressly permitted by the terms of this Agreement and the PNC Credit Agreement and (g) the Restatement Effective Date Dividend.

Restricted Payments. Declare The Obligors will not, and will not permit any of the Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to holders of its Equity Interests or incur make any obligation distribution of its Property to its respective Equity Interest holders, except: (contingent i) Holdings and the Parent may declare and pay dividends or otherwisedistributions with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock); (ii) Restricted Subsidiaries of the Borrower may declare and pay dividends or distributions ratably with respect to do sotheir Equity Interests to its direct parent that is the Borrower or a Subsidiary Guarantor; (iii) the Borrower may declare and pay dividends or distributions to the Parent, except thatand the Parent may declare and pay dividends or distributions to Holdings, to permit the Parent and/or Holdings to pay (or the Borrower may pay on behalf of the Parent and/or Holdings), as applicable, (A) Taxes then due and owing by the Parent or Holdings and (B) reasonable compensation and expenses of directors and officers of the Parent or Holdings incurred in the ordinary course of business consistent with customary industry practice; (iv) for so long as the Parent is treated as a flow-through entity for U.S. federal income tax purposes, the Borrower may declare and pay dividends or distributions to the Parent in an amount equal to Permitted Tax Distributions, and the Parent may make Permitted Tax Distributions; CREDIT AGREEMENT (v) so long as, both before and immediately after giving effect thereto, each of the RP/Investment Conditions is satisfied: (A) the Borrower or any Restricted Subsidiary may declare and pay dividends or distributions to the Parent, the Parent may declare and pay dividends or distributions to Holdings, and Holdings may declare and pay dividends or distributions, in each case in cash, ratably with respect to its Equity Interests and (B) Holdings may repurchase or otherwise acquire, for cash, its Equity Interests (other than Disqualified Capital Stock or preferred equity) from the holders of its Equity Interests; (vi) so long as (A) no Default or Event of Default shall have has occurred and be is continuing prior or would result therefrom and (B) Holdings’ common stock is not listed for trading on a national exchange at the time of vesting and/or settlement of an Award (as such term in defined in Holdings’ Incentive Plan), then Holdings may withhold the number of shares of common stock otherwise deliverable pursuant to the Award with a fair market value equal to the total income and employment taxes imposed as a result of the vesting and/or settlement of the Award and may make such tax payment (or immediately after giving effect may make a payment in the amount of such tax payment to any action described below the holder of the Award); and (vii) so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom: (a) each , the Obligors or any Restricted Subsidiary of Parent may distribute, or make other Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividendsof, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in Unrestricted Subsidiaries or Permitted Joint Ventures to the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any holders of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedInterests.

Restricted Payments. Declare or makeBorrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, make any Restricted Payment; provided, or incur any obligation (contingent or otherwise) to do so, except that, so long as it is permitted by law, and so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below 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 Parent 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 any other Subsidiary or to Parent;Subsidiary, (bc) the Parent Borrower and each Subsidiary thereof any of its Subsidiaries may declare and make dividend payments or other distributions payable solely in the common stock or other common Qualified Equity Interests of such Person;, (cd) Borrower may make distributions to former employees, officers, or directors of Borrower (or any spouses, ex-spouses, or estates of any of the Parent may pay cash dividendsforegoing) on account of redemptions of Equity Interests of Borrower held by such Persons, payments and provided, that the aggregate amount of such distributions in an made by Borrower during the term of this Agreement plus the amount sufficient to allow Holdings and Intermediate Holdco to pay expenses of Indebtedness outstanding under clause (other than taxesn) incurred of the definition of Permitted Indebtedness, does not exceed $5,000,000 in the ordinary course aggregate, (e) Borrower may make distributions to former employees, officers, or directors of businessBorrower (or any spouses, provided thatex-spouses, if Holdings or Intermediate Holdco shall own estates of any material assets (other than of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Borrower on account of repurchases of the Equity Interests of Intermediate Holdco or the Parent or other assets relating Borrower held by such Persons; provided that such Indebtedness was incurred by such Persons solely to the acquire Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; andBorrower, (f) the Parent Borrower may declare and pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in accordance with Borrower’s historical dividend policy in an aggregate amount not to exceed $30,000,000 20,000,000 in any Fiscal Year Year, (g) Without limiting and in addition to the exceptions permitted in clauses (a) through (f) above and clause (h) below, Borrower may make Restricted Payments so long as long as, after giving pro forma effect to (i) at the time of such dividend, payment and distributionRestricted Payment, no Event of Default then exists has occurred and is continuing or would arise as a result thereof, therefrom and (ii) without limitation as Borrower demonstrates (x) that the Consolidated Leverage Ratio is not greater than 2.75 to 1.00 and (y) that the aggregate amount if 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 pro forma effect to such distributionRestricted Payment and any Indebtedness incurred in connection therewith, payment or dividendand (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 $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 Conditions are satisfiedand any Indebtedness incurred in connection therewith.

Restricted Payments. Declare The U.S. Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so 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 therefromexcept: (a) each the U.S. Borrower or any Restricted Subsidiary may declare and pay dividends or other distributions with respect to its Equity Interests payable solely in additional shares of Parent may make Restricted Payments its Qualified Equity Interests or options to any other Subsidiary or to Parentpurchase Qualified Equity Interests; (b) the Parent and each Subsidiary thereof Restricted Subsidiaries may declare and make dividend payments or other distributions payable solely in the common stock or other common Restricted Payments ratably with respect to their Equity Interests of such PersonInterests; (c) the Parent U.S. Borrower may pay cash dividendsmake Restricted Payments (including to permit Holdings to make Restricted Payments) pursuant to and in accordance with stock option plans or other benefit plans for present or former officers, payments directors, consultants or employees of Holdings, the U.S. Borrower and distributions its Restricted Subsidiaries in an amount sufficient not to allow Holdings and Intermediate Holdco to pay expenses exceed $25,000,000 in any fiscal year (other than taxes) incurred with any unused amount of such base amount available for use in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parentnext succeeding fiscal year), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) Restricted Payments or distributions to Holdings to provide funds that are used by Holdings (i) on or after the Parent may pay cash dividendsSpin-Off Date, payments and distributions to make Restricted Payments in respect of the Preferred Equity Interests, in an amount sufficient not 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 sameexceed $12,000,000 per fiscal year, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, pay Public Company Expenses and (iii) indemnification to pay the Tax liabilities of Holdings directly attributable to (or arising as a result of) the operations of the U.S. Borrower and reimbursement its Subsidiaries and/or Conduent Finance, provided, however, that the amount of directorsRestricted Payments pursuant to this subclause (iii) shall not exceed the sum of (A) (1) the taxable income of Holdings attributable to Holdings’ interest in the U.S. Borrower and the Conduent Finance multiplied by (2) the highest marginal Tax rate applicable to a corporation residing in New York, officers and employees in respect of liabilities relating to their serving in New York at such time, plus (B) any such capacitysales, or obligations in respect of director and officer insurance (including premiums therefor)use, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent value added or other assets relating non-income Tax liabilities of Holdings directly attributable to (or arising as a result of) the Equity Interests operations of such Intermediate Holdco or the Parent), such cash dividends, payments U.S. Borrower and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the ParentSubsidiaries and/or Conduent Finance; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement extent constituting Restricted Payments, the U.S. Borrower and the Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 6.07 (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; andother than Section 6.07(a)); (f) the Parent U.S. Borrower may pay cash dividendsmake, payments and or may make Restricted Payments or distributions to Intermediate Holdco for distribution Holdings to permit it to make, repurchases of Equity Interests in Holdings, the U.S. Borrower or any Restricted Subsidiary deemed to enable the Holdings to pay cash dividends and repurchase its occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (ig) on or after the Spin-Off Date, so long as no Event of Default has occurred and is continuing or would arise after giving effect thereto, the U.S. Borrower may make other Restricted Payments in an aggregate amount not to exceed the sum of (x) $30,000,000 in 100,000,000 less any Fiscal Year amounts used to prepay Indebtedness pursuant to Section 6.06(a)(iii)(A), plus (y) the Available Amount; provided that the U.S. Borrower may only make the Restricted Payments permitted under the foregoing clause (g)(y) so long as the Total Net Leverage Ratio on a Pro Forma Basis, as of the last day of the most recent fiscal year or fiscal quarter ending immediately prior to the date on which such Restricted Payment is made and for which Financials have been delivered, would be no greater than 3.50 to 1.00; (h) on or after the Spin-Off Date, the U.S. Borrower or any Restricted Subsidiary may make unlimited Restricted Payments under this clause (h) so long as, after giving pro forma effect as (A) on a Pro Forma Basis the Total Net Leverage Ratio as of the last day of the most recent fiscal year or fiscal quarter ending immediately prior to the date on which such dividend, payment Restricted Payment is made and distribution, for which Financials have been delivered does not exceed 2.00 to 1.00 and (B) no Event of Default then exists has occurred and is continuing or would arise as after giving effect thereto; (i) the U.S. Borrower may make, or may make Restricted Payments or distributions to Holdings to permit it to make, payments of cash in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exercisable for Qualified Equity Interests of Holdings or the U.S. Borrower, including Designated Preferred Stock; (j) the declaration and payments of dividends on Disqualified Equity Interests permitted to be issued pursuant to Section 6.01; (k) the U.S. Borrower may make, or may make Restricted Payments or distributions to Holdings to permit it to make, payments of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Equity Interests) issued after the Closing Date in an amount not to exceed the net cash proceeds of such Designated Preferred Stock received by the U.S. Borrower (other than from a result Restricted Subsidiary); (l) Restricted Payments made to consummate (or to permit Holdings to consummate) the Transactions and the Spin-Off, including in respect of the Separation Distribution; and (m) the payment of dividends and distributions within 60 days after the date of declaration thereof, and (ii) without limitation as to amount if after giving pro forma effect to at the date of declaration of such distributionpayment, such payment or dividend, the Payment Conditions are satisfiedwould have complied with any other provision of this Section 6.04.

Restricted Payments. Declare No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries that is not a Loan Party to, declare or make, or agree to pay or make, directly or indirectly, any Restricted PaymentPayment other than: (a) (i) any Loan Party may make dividends or distributions to any other Loan Party, (ii) any Existing Foreign Subsidiary may make dividends or incur distributions to any obligation other Existing Foreign Subsidiary and (contingent iii) any Excluded Project Company and any Existing Foreign Subsidiary may make dividends or otherwisedistributions to any Loan Party; (b) the Loan Parties may make Restricted Payments consisting of cash payments in respect of outstanding restricted stock units issued to do so, except that, the management or employees of the Borrower; and (c) so long as (i) 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 Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely is continuing, there is then funds in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions Preferred Reserve Account in an amount sufficient equal to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in at least the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees Required Preferred Reserve Amount in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereofimmediately prior Quarterly Payment Date, and (ii) without limitation the Borrower does not reasonably expect there to exist a Shortfall Amount as to amount if after giving pro forma effect to such distribution, payment or dividendof the immediately following Quarterly Payment Date, the Payment Conditions Borrower may pay (A) make Restricted Payments to the holders of the Series B Preferred Stock for the purposes of paying the accrued and unpaid dividends that are satisfiedthen required to be paid in respect of the outstanding shares of Series B Preferred Stock pursuant to the Organizational Documents of the Borrower, and (B) make Restricted Payments to the holders of the Series B Preferred Stock for the purposes of paying the accrued and unpaid dividends that are then required to be paid in respect of the outstanding shares of Series 1 Preferred Stock pursuant to the Organizational Documents of FCE Fuel Cell Energy Ltd. (or, in lieu of paying such dividends, redeeming shares of Series 1 Preferred Stock in an amount otherwise equal to the amount of dividends that would otherwise have been paid in respect thereof).

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, (other than, in each case, pursuant to an Approved ESPP or an Approved ESOP) except that, : (a) each Subsidiary may make Restricted Payments (directly or indirectly) to the Borrower or any Guarantor; (b) so 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) continuing, each Subsidiary of Parent may make Restricted Payments (directly or indirectly) to any other Person that owns an Equity Interest in such Subsidiary (any such person, a “Minority Shareholder”), ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; provided that the aggregate amount of any and all Restricted Payments or dividends paid or payable to Parentall Minority Shareholders shall not exceed $5,000,000 in any calendar year; (bc) the Parent Borrower and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent Borrower and each Subsidiary may pay cash dividendspurchase, 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 redeem 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 governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of Intermediate Holdco or the Parent new shares of its common stock or other assets relating to the common Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the ParentInterests; (e) the Parent Borrower may paydeclare or make, without duplicationdirectly or indirectly, cash dividends, payments and distributions (A) any Restricted Payment pursuant to the Tax Sharing Agreement and (B) to pay an Approved ESPP or permit Holdings or Intermediate Holdco to pay any Related Taxes; andan Approved ESOP; (f) the Parent Borrower may pay cash dividends(x) make Restricted Payments to any Person that owns an Equity Interest in the Borrower, payments ratably according to such Person’s holdings of the type of Equity Interest in respect of which such Restricted Payment is being made (unless otherwise agreed by all of the owners of a particular class of Equity Interests and distributions provided that any such agreement by any class does not have an adverse effect with respect to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and any other class of Equity Interests) or (y) repurchase its Equity Interests pursuant to a stock repurchase plan approved by the Borrower’s board of directors so long as each of the following conditions is satisfied: (i) no Event of Default shall have occurred and be continuing or would result from such Restricted Payment; and (ii) immediately after giving effect to such Restricted Payment, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.12, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Restricted Payment had occurred as of the first day of the fiscal period covered thereby; (iii) immediately after giving effect to such Restricted Payment, Available Cash shall be at least $50,000,000; (g) so long as (i) no Event of Default shall have occurred and be continuing or would result from such Restricted Payment, and (ii) immediately after giving effect to such transaction, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.12, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such transaction had occurred as of the first day of the fiscal period covered thereby, the Borrower and its Subsidiaries shall be permitted to purchase or redeem stock in Subsidiaries of the Borrower held by minority shareholders; and (h) so long as (i) no Event of Default shall have occurred and be continuing or would result from such Restricted Payment, and (ii) the Borrower delivers a Compliance Certificate (including a calculation of the Available Amount both before and after giving effect to such transaction) demonstrating that immediately after giving effect to such transaction, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.12, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such transaction had occurred as of the first day of the fiscal period covered thereby, the Borrower may (x) make Restricted Payments to any Person that owns an Equity Interest in the Borrower, ratably according to such Person’s holdings of the type of Equity Interest in respect of which such Restricted Payment is being made (unless otherwise agreed by all of the owners of a particular class of Equity Interests and provided that any such agreement by any class does not have an adverse effect with respect to any other class of Equity Interests) or (y) repurchase its Equity Interests pursuant to a stock repurchase plan approved by the Borrower’s board of directors, in each case in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedAvailable Amount.

Restricted Payments. Declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to at the time of any action described below or would result therefromresult: (a) each Subsidiary the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of Parent may make Restricted Payments to any other Subsidiary or to Parentits common stock; (b) in respect of obligations of the Parent Borrower to make Deferred Acquisition Payments, the Borrower may make such Deferred Acquisition Payments to the appropriate payee in respect thereof, so long as (i) no Default or Event of Default has occurred and each Subsidiary thereof may declare is continuing or would result from such payments and make dividend payments or other distributions payable solely in (ii) such Deferred Acquisition Payments are permitted to be made under the common stock or other common Equity Interests of such Personsubordination provisions, if any, applicable thereto; (c) the Parent Subsidiaries may declare and pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent dividends ratably with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its their Equity Interests in the ParentInterests; (d) the Parent Borrower may pay cash dividends, payments make Restricted Payments pursuant to and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (accordance with stock option plans or other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity benefit plans for management or debt securities and maintenance employees of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Borrower and its Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent Borrower and any Subsidiary may pay, without duplication, cash dividends, payments and distributions make any payment (Aeven if such payment is in the form of a Restricted Payment) pursuant to the Tax Sharing Agreement Borrower or another Subsidiary that is required to be made with respect to or in connection with the terms of any tax sharing, tax allocation or other similar tax arrangement or agreement entered into among the Borrower and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxesits Wholly Owned Subsidiaries; and (f) in respect of obligations of the Parent may pay cash dividendsBorrower pursuant to the Convertible Notes or the Trust Preferred Securities, in each case to the extent that such payments and distributions are permitted to Intermediate Holdco for distribution to Holdingsbe made under the subordination provisions, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long asif any, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedapplicable thereto.

Restricted Payments. Declare The Parent will not, nor will it permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so 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 Subsidiary of the Parent may make Restricted Payments payable solely in additional shares of its common stock or Permitted Preferred Stock (including options, warrants and other rights to any other Subsidiary purchase shares of such common stock or to Parent; Permitted Preferred Stock), (b) the Parent may make Restricted Payments in cash out of the Net Proceeds of a substantially concurrent issuance of its common stock or Permitted Preferred Stock (or options, warrants and each Subsidiary thereof other rights to purchase shares of such common stock or Permitted Preferred Stock) (other than common stock or Permitted Preferred Stock (or options, warrants and other rights to purchase shares of such common stock or Permitted Preferred Stock) issued to and paid for by a Subsidiary), (c) Restricted Subsidiaries may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments dividends and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent ratably with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional sharetheir common stock, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent and the Restricted Subsidiaries may pay cash dividendsmake regularly scheduled payments of principal of and interest on Subordinated Indebtedness as and when due, payments subject to the subordination provisions thereof, and distributions may refinance Subordinated Indebtedness in an amount sufficient to cover reasonable and necessary expenses accordance with clause (including professional fees and expensesvi) (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 sameSection 6.01(a), (iie) reporting obligations underpayments made in respect of dissenters' rights in respect of shares of capital stock of a Person acquired pursuant to a Permitted Acquisition, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiariesprovided that such payments are treated as cash consideration for such Permitted Acquisition, and (iiif) indemnification and reimbursement payments made in lieu of directorsissuance of fractional shares of common stock of the Parent upon the conversion of any Indebtedness or Permitted Preferred Stock into shares of common stock of the Parent, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations case in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than accordance with the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests terms of such Intermediate Holdco Indebtedness or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedPermitted Preferred Stock.

Restricted Payments. Declare or make, directly or indirectly, Make any Restricted PaymentPayments except for (a) such to be used to pay director fees and expenses and overhead of Parent Holdco or Topco directly attributable to its direct or indirect ownership of Borrower and its Subsidiaries, (b) dividends and distributions by Subsidiaries of a Loan Party paid to such Loan Party (other than Parent Holdco); provided, that dividends and distributions by a non-wholly owned Subsidiary of a Loan Party shall only be made with the prior written consent of Agent if any Person other than a Loan Party would be entitled to receive any portion of such dividend or distribution, (c) tax distributions to allow Parent Holdco or Topco to pay franchise and other Taxes owed by either of them, but excluding any Taxes payable with respect to business activities of or income earned by any Person (other than income attributable to Topco as a member of the consolidated tax group that includes Borrower and its Subsidiaries) that is not a Loan Party or Subsidiary thereof, as well as the consolidated, combined, unitary or other group taxes owed by Topco with respect to Parent Holdco and its Subsidiaries, (d) the purchase, redemption or other retirement of any common or preferred Equity Interests, or incur of any obligation options to purchase or acquire any such shares of common or preferred Equity Interests of such Loan Party or Topco other than (contingent or otherwiseprovided that (i) to do so, except that, so long as no Default or Event of Default shall have has occurred and be is continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) each Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereofof such Restricted Payment, (ii) after giving effect to such Restricted Payment, the Loan Parties and their Subsidiaries are in compliance on a pro forma basis with the financial covenant set forth in Section 6.5, recomputed for the most recent fiscal quarter for which financial statements have been delivered to Agent and Lenders pursuant to the terms of this Agreement, (iii) the aggregate Restricted Payments permitted under this clause (d) shall not exceed $2,500,000 during the term of this Agreement plus the amount of any net cash proceeds received from additional issuances of Equity Interests to other employees, officers or directors, and (iv) both before and after giving effect to such Restricted Payment, no Covenant Compliance Period shall then be in effect) from employees, officers, directors and consultants, (e) (i) the Xxxxxxx Earnout Payment and (ii) without limitation any other earnout or other similar deferred purchase price payment obligations incurred pursuant to a Permitted Acquisition (provided that (w) the earnout or other similar deferred purchase price payment obligations with respect to which such Restricted Payment described in clause (e)(ii) is made are unsecured, (x) no Default or Event of Default has occurred and is continuing or would arise as to amount if a result of such Restricted Payment, (y) after giving pro forma effect to such distribution, payment or dividendRestricted Payment, the Loan Parties and their Subsidiaries are in compliance on a pro forma basis with the financial covenant set forth in Section 6.5, recomputed for the most recent fiscal quarter for which financial statements have been delivered to Agent and Lenders pursuant to the terms of this Agreement, and (z) the aggregate Restricted Payments permitted under this clause (e)(ii) shall not exceed $2,000,000 during any fiscal year), and (f) any other Restricted Payment Conditions are satisfiedotherwise expressly permitted by the terms of this Agreement and the Term Loan Agreement. For the avoidance of doubt, the Xxxxxxx Earnout Payment may be made as and when due pursuant to the terms of the Purchase Agreement.

Restricted Payments. Declare or makepay 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, cancellation, termination or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, whether in Cash or property or in obligations of any Group Member (collectively, “Restricted Payments”), directly or indirectly, except that (i) the Borrower may declare and pay dividends with respect to its Capital Stock payable solely in additional limited or general partnership interests, (ii) the Company may declare and pay dividends with respect to its Capital Stock payable solely in additional common stock, (iii) Subsidiaries may declare and pay dividends ratably with respect to their Capital Stock, (iv) the Borrower or any Subsidiary may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries (including, without limitation, any Plans), (v) the Borrower may make Restricted Payments the proceeds of which will be used to pay tax liabilities of Americold Realty Operation, Inc., a Delaware corporation, to the extent (A) such payments are permitted under the Borrower’s Governing Documents and (B) such tax liability is attributable to Americold Realty Operation, Inc.’s ownership of Capital Stock of the Borrower, (vi) the Borrower and its Subsidiaries may (directly or indirectly, as the case may be) make Restricted Payments to the Company; provided that (x) the Borrower shall not make aggregate Restricted Payments to the Company that are attributable to any period of four consecutive fiscal quarters in excess of the greater of (A) 90% of Normalized Adjusted FFO for such period of four consecutive fiscal quarters (less any amounts used for Investments in Non-Qualified Asset Subsidiaries) and (B) the minimum amount required for the Company to maintain its REIT status, comply with the minimum distribution requirement under Section 857(a) of the Code and avoid imposition on the Company of income and excise taxes under Sections 857 and 4981 of the Code and (y) if a Default or an Event of Default (other than under Section 10.1(a) or (h)) has occurred and is continuing, the Borrower may only make Restricted Payments to the Company in the minimum amounts required to be made by the Company in order to maintain its status as a REIT; provided further, however, that the Borrower may not make any Restricted Payment, or incur any obligation (contingent or otherwise) Payments to do so, except that, so long as no the Company if a Default or Event of Default shall have under Section 10.1(a) or (h) has occurred and be is continuing prior to or immediately after giving effect to all or any action described below or would result therefrom: portion of the Obligations have been accelerated and (avii) each Subsidiary of Parent the Company may make Restricted Payments to with any other Subsidiary or to Parent; (b) amounts received by it from the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) Borrower pursuant to the Tax Sharing Agreement and clause (Bvi) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedthis Section 9.5.

Restricted Payments. Declare or make, directly or indirectly, make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so 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 Subsidiary may make Restricted Payments to the Borrowers, the Guarantors or any Subsidiary of Parent the Borrowers and any other Person that owns an Equity Interest in such Subsidiary, ratably, in the case of such other Persons that are not Borrowers or Subsidiaries, according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; and each Borrower may make Restricted Payments to any other Borrower or any Subsidiary or to Parentthat owns an Equity Interest in such Borrower; (b) the Parent Borrowers and each Subsidiary thereof may declare and make dividend payments or other distributions to the extent paid or payable solely in the common stock or other common Equity Interests of such Person; provided that the limitations set forth in this clause (b) shall not prohibit the making of cash payments in connection with any dividend or other distribution paid or payable in common stock or other common Equity Interests of such Person so long as such cash payment is not otherwise prohibited by the terms of the Loan Documents; (c) the Parent Borrowers and each Subsidiary may pay cash dividendspurchase, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings redeem or Intermediate Holdco shall own otherwise acquire any material assets (other than the Equity Interests of Intermediate Holdco the Borrowers or any Subsidiary; provided, that, at the Parent time or as a result thereof there shall exist no Default or Event of Default. Notwithstanding the foregoing, in no event may the Commitment be used to fund the purchase, redemption or other assets relating acquisition of REIT common stock, except to the Equity Interests limited extent that if Net Disposition Proceeds which otherwise would be permitted to be used to purchase, redeem or otherwise acquire such common stock and are designated to be so used but for an interim period are instead used to pay down the Revolving Loans, then an equal amount of the Commitment may be borrowed (in accordance with this Agreement) to purchase, redeem or otherwise acquire such Intermediate Holdco or the Parent), common stock for a period ending 60 days after such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent;repayment; and (d) the Parent Borrowers and each Subsidiary 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 declare 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 governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments make dividends and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments excluding those dividends and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (iotherwise permitted under this Section 7.06) in an aggregate amount that do not exceed the greater of (i) during any four consecutive fiscal quarter period for which financials are available, 95% of Funds From Operations for such four consecutive fiscal quarter period, and (ii) with respect to exceed $30,000,000 in any Fiscal Year tax year of the REIT, such amount as may be necessary for the REIT to maintain REIT Status for such tax year; provided that, notwithstanding the foregoing, the Borrowers may also make Restricted Payments (so long as, after giving pro forma effect to such dividend, payment and distribution, as no Event of Default then exists or would arise as a result thereofof such Restricted Payment) in an amount equal to the amount that would need to be distributed to all of the Borrowers’ partners or shareholders in order for the REIT to make the minimum distributions required to be distributed to its shareholders under the Code (A) to avoid the payment of taxes imposed under Code Section 857(b)(1) and 4981 of the Code, and (iiB) without limitation as to amount if after giving pro forma effect avoid the a payment of taxes imposed under Section 857(b)(3) of the Code. Nothing in Sections 7.06(a), (b) (c) or (d) shall prohibit (A) any Borrower or any Subsidiary of any Borrower from making tender offers for or otherwise acquiring for value any Equity Interests, now or hereafter outstanding, of any Borrower or any Subsidiary of any Borrower which were not issued by such acquiring Borrower or Subsidiary or (B) any Restricted Payment by any Person pursuant to such distributionPerson’s Organization Documents, payment or dividend, the including any Restricted Payment Conditions are satisfiedfunded with proceeds from Dispositions of assets.

Restricted Payments. Declare The Trust shall not, and shall not permit any of its Subsidiaries to, declare or make, directly or indirectly, make any Restricted Payment; provided, or incur any obligation (contingent or otherwise) to do sohowever, except that, that the Trust and its Subsidiaries may declare and make the following Restricted Payments so 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 Subsidiary of Parent the Operating Partnership may make Restricted Payments cash distributions to any the Trust and other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely holders of partnership interests in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent Operating Partnership with respect to Holdings and such Intermediate Holdco shall be limited any fiscal year ending during the term of this Agreement to the reasonable and proportional shareextent necessary for the Trust to make, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable Trust may so make, cash distributions to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) shareholders in an aggregate amount not to exceed $30,000,000 the greater of (i) the amount required to be distributed for the Trust to maintain its status as a REIT or (ii) 90.0% of Funds From Operation; (b) the Trust may make cash distributions to its shareholders of capital gains resulting from gains from certain asset sales to the extent necessary to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and 4981 of the Internal Revenue Code; (c) any Borrower or any Subsidiary may acquire the Equity Interests of a Subsidiary that is not a Wholly Owned Subsidiary; (d) any Subsidiary (other than the Operating Partnership) that is not a Wholly Owned Subsidiary may make cash distributions to holders of Equity Interests issued by such Subsidiary; (e) Subsidiaries may pay Restricted Payments to the Trust or any other Subsidiary; and (f) An Operating Partnership or the Trust, as applicable, may exchange Equity Interest in any Fiscal Year as long assuch Operating Partnership for Equity Interests in the Trust. Notwithstanding the foregoing, after giving pro forma effect but subject to such dividendthe following sentence, payment and distribution, no if a Default or Event of Default then exists exists, the Operating Partnership may only make cash distributions to the Trust and other holders of partnership interests in the Operating Partnership, and the Trust may distribute to its shareholders such cash distributions received from the Operating Partnership, during any fiscal year in an aggregate amount not to exceed the minimum amount necessary for the Trust to maintain its status as a REIT. If a Default or would arise Event of Default specified in Section 10.1.(a), Section 10.1.(b), Section 10.1.(f) or Section 10.1.(g) shall exist, or if as a result thereofof the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 10.2.(a), the Trust shall not, and (ii) without limitation as shall not permit any Subsidiary to, make any Restricted Payments to amount if after giving pro forma effect any Person other than to such distribution, payment the Trust or dividend, the Payment Conditions are satisfiedany Subsidiary.

Restricted Payments. Declare or makepay any 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 Holdings, the Borrower or any Subsidiary (collectively, "Restricted Payment, or incur any obligation (contingent or otherwise) to do soPayments"), except that: (a) any Subsidiary may make Restricted Payments to the Borrower and any Subsidiary that is a Guarantor, and to any other Persons that directly own a Capital Stock in such Subsidiary, ratably according to their respective holdings of the type of Capital Stock in respect of which such Restricted Payment is being made; (b) so long as no Event of Default has occurred and is continuing under Section 8.01(a) or Section 8.01(f) or would result therefrom, Subsidiaries of Holdings may make Restricted Payments to permit Holdings (and Holdings shall be permitted) (i) to make Restricted Payments to satisfy its obligations to repurchase its common stock pursuant to the ESOP Documentation from accounts allocated to participants in the ESOP to the extent representing hardship (with "hardship" being determined in accordance with the Code and the ESOP Documentation) distributions to the participants in the ESOP in accordance with the Code and the ESOP Documentation; provided that the aggregate amount of all Restricted Payments made pursuant to this clause (b)(i) shall not exceed $2,000,000 in any fiscal year of Holdings; (ii) to make Restricted Payments to satisfy its obligations to repurchase its common stock pursuant to the ESOP Documentation from accounts allocated to participants in the ESOP upon (x) the election of such participants to diversify a portion of the common stock held in the account eligible for diversification under section 401(a)(28) of the Code (or any relevant successor provision) and/or (y) the death, disability, resignation, dismissal or permanent layoff of such participants and/or (z) pursuant to a qualified domestic relation order under Section 414(p) of the Code, so long as the aggregate amount of the Restricted Payments then being made pursuant to this clause (b)(ii), when aggregated with all other such Restricted Payments made pursuant to this clause (b)(ii) during the same fiscal quarter and during the three immediately preceding fiscal quarters, would not exceed $45,000,000; and (iii) to the extent such Restricted Payments would be permitted under (x) Section 4.07(a) of the Second Lien Note Indenture as in effect on the date hereof, and Section 4.07(a) of the First Lien Note Indenture as in effect on the date hereof, and (in each case taking into account any Investments made pursuant to Section 7.07(l)), to make other Restricted Payments to, or in connection with, the ESOP or the ESOP Documentation. (c) Subsidiaries of Holdings may pay dividends to permit Holdings or any of its Subsidiaries to (i) pay corporate overhead expenses incurred in the ordinary course of business and (ii) pay any taxes that are due and payable by Holdings and or any of its Subsidiaries as part of a consolidated group; (d) the Borrower and its Subsidiaries may make other Restricted Payments (without duplication of amounts on-dividended) not to exceed (i) $3,000,000 in the aggregate during any fiscal year of the Borrower and (ii) $12,000,000 in the aggregate over the term of this Agreement; (e) so 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 Subsidiary of Parent , the Borrower or Holdings may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the repurchase common stock issued to the ESOP in exchange for, or other common Equity Interests out of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses Net Cash Proceeds of the substantially concurrent sale (other than taxesto a Subsidiary of the Borrower) incurred in of, Capital Stock of the ordinary course of business, provided that, if Borrower or Holdings or Intermediate Holdco shall own any material assets (other than Disqualified Capital Stock) or from the Equity Interests substantially concurrent contribution of Intermediate Holdco or the Parent or other assets relating common equity capital to the Equity Interests of such Intermediate Holdco Borrower or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related TaxesHoldings; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year so long as long as, after giving pro forma effect to such dividend, payment and distribution, no Default or Event of Default then exists shall have occurred and be continuing or would arise result therefrom, the Borrower may make distributions to permit Holdings to repay intercompany loans so long as the amount of any such distribution is simultaneously netted against amounts owing to the Borrower under such loans and no cash is paid as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to of any such distribution, payment or dividend, the Payment Conditions are satisfied.

Restricted Payments. Declare (a) The Borrower shall not and shall not permit any of the Restricted Subsidiaries to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default 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 Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (bi) the Parent Borrower and each Restricted Subsidiary thereof may declare and make dividend payments pay dividends or other distributions payable solely in the common partnership interests, common stock, or other common equity interests of the Borrower or such Restricted Subsidiary, provided that Borrower’s interest in such Restricted Subsidiary is not diminished thereby (other than Disqualified Interests); (ii) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Restricted Subsidiaries that are Guarantors (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any such Subsidiary and also to each other owner of capital stock or other Equity Interests of the payor Subsidy on a pro rata basis based on their relative ownership interests); (iii) the Borrower and each Restricted Subsidiary that is a Guarantor may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests equity interests or warrants or options to acquire any such shares with the proceeds received from the substantially concurrent issue of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses new shares of its common stock or other common equity interests (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the ParentDisqualified Interests), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (fiv) the Parent Borrower and each Restricted Subsidiary may pay cash dividendsdeclare and make Restricted Payments in addition to those listed above if, payments both before and distributions to Intermediate Holdco for distribution to Holdingsafter the declaration and the making thereof, to enable all of the Holdings to pay cash dividends following conditions are satisfied: (A) The representations and repurchase its Equity Interests (i) warranties of the Borrower and the General Partner contained in an aggregate amount not to exceed $30,000,000 Article V or any other Loan Document, or which are contained in any Fiscal Year document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as long asof the date of such Restricted Payment, after giving pro forma effect except to the extent that such dividendrepresentations and warranties specifically refer to an earlier date, payment in which case they shall be true and distribution, no Event correct in all material respects as of Default then exists or would arise as a result thereofsuch earlier date, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividendexcept that for purposes of this Section 7.09, the Payment Conditions are satisfiedrepresentations and warranties contained in subsections (a) and 068800 000057 DALLAS 1872243.4 (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.

Restricted Payments. (a) Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do soso unless at the time of and after giving effect thereto on a Pro Forma Basis, except that, so long (i) the Consolidated Leverage Ratio as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 does not exceed 1.75x and (ii) no Default or Event has occurred and is continuing. (b) Notwithstanding the foregoing (and provided that in the case of clauses (iv), (vi), (viii) and (xi), no Default shall have occurred and be continuing prior to or immediately after giving effect to at the time of any action described below in such clause or would result therefrom:): (a) each Subsidiary may make Restricted Payments to the Borrower or any other Loan Party, (b) any Subsidiary of Parent the Borrower that is not a Guarantor may make Restricted Payments to any other Subsidiary of the Borrower that is not a Guarantor and (c) any non wholly-owned Subsidiary of the Borrower may make Restricted Payments to the Borrower or any other Subsidiary and to Parentany other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (bii) the Parent Borrower and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests (including options and warrants) of such Person; (ciii) except to the extent the Net Cash Proceeds thereof are required to be applied to the prepayment of the Loans pursuant to Section 2.05(b)(iii), the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests; (iv) the Parent Borrower may make any delivery or payment in connection with, or as part of, the termination or settlement of a Warrant Transaction; (v) the Borrower, Acquisition Sub and LifeCell may (x) pay the cash dividendsconsideration required to consummate the Merger and (y) make cash payments in respect of dissenter’s rights pursuant to the laws of the State of Delaware; (vi) the Borrower may (x) pay interest on, (y) deliver its common stock upon conversion of and (z) so long as the Liquidity Measure, determined both before and immediately after giving effect to such payment, is not less than $150,000,000, make cash payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses respect of the conversion or mandatory repurchase or redemption of the Convertible Senior Notes, in each case in accordance with the terms of the Convertible Senior Notes Indenture as in effect on the date hereof; (vii) the Borrower may make a mandatory repurchase or redemption of the Convertible Senior Notes in accordance with the terms of the Convertible Senior Notes Indenture as in effect on the date hereof with the proceeds of a substantially simultaneous issuance of Equity Interests (other than taxesDisqualified Equity Interests) incurred in of the ordinary course Borrower; (viii) the repurchase of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the issued and outstanding Equity Interests of Intermediate Holdco or the Parent or other assets relating Borrower if, at the time of and after giving effect thereto on a Pro Forma Basis, the Consolidated Leverage Ratio as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 does not exceed 1.75x; provided, that if the Equity Interests Consolidated Leverage Ratio, determined after giving effect thereto on a Pro Forma Basis, would exceed 1.75x (for purposes of such Intermediate Holdco or the Parentthis clause (viii), such cash dividendsevent, payments and distributions made by an “Excess Leverage Ratio Event”), the Parent with respect to Holdings and such Intermediate Holdco Borrower shall be limited permitted, so long as the Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to repurchase its Equity Interests in an aggregate purchase price amount for all such repurchases from and after the Parentoccurrence of such Excess Leverage Ratio Event not to exceed $100,000,000 until such time as the Leverage Ratio has been restored to less than or equal to 1.75x; (dix) the Parent Borrower may pay cash dividends, payments and distributions in an amount sufficient make repurchases of Equity Interests deemed 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 occur upon exercise of equity stock options or debt securities and maintenance warrants if such Equity Interests represent a portion of the sameexercise price of such options or warrants; (x) the Borrower and its Subsidiaries may purchase their Equity Interests from any of their current or former officers, (ii) reporting obligations underdirectors, employees, managers or in connection with compliance withconsultants upon the death, applicable laws disability, resignation, retirement or applicable rules termination of employment of such officers, directors, employees, managers or consultants pursuant to any governmentaldirect or equity plan, regulatory employee or self-regulatory body direct or stock exchange, this Agreement, the Notes Indenture option plan or any other agreement employee or instrument relating to Indebtedness of any Loan Party or any of their Subsidiariesdirector incentive plan, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 5,000,000 in any Fiscal Year as long asfiscal year; and (xi) the Borrower and its Subsidiaries may make Restricted Payments not otherwise permitted by one of the foregoing clauses (i) through (x) of this paragraph (b) to the extent that the aggregate amount of all such Restricted Payments permitted by clauses (iv) above and this clause (xi) does not exceed (A) in the case of Restricted Payments made after the Closing Date and on or before December 31, after giving pro forma effect to such dividend2008, payment and distribution, no Event of Default then exists or would arise as a result thereof, $25,000,000 and (iiB) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividendin the case of Restricted Payments made thereafter, the Payment Conditions are satisfiedAvailable Amount at the time of such Restricted Payment.

Restricted Payments. Declare or make, directly or indirectly, make any Restricted PaymentPayment except: (a) Any Subsidiary may make Restricted Payments to the Borrower and its Subsidiaries; (b) during and after Fiscal Year 2010, the Borrower may pay dividends on account of its Capital Stock solely and to the extent necessary in order to maintain the Borrower’s eligibility for taxation as a RIC under the Code and to eliminate any income tax that would otherwise be payable by the Borrower, and the Borrower agrees to pay such dividends by the issuance of additional shares of its common stock and not in cash to the maximum extent permitted by Applicable Laws and to the extent not adversely affecting the Borrower’s RIC status; provided, that (x) no cash dividend shall be permitted if the Borrower loses its status as a RIC under the Code or incur is no longer maintaining or attempting to maintain RIC status (except with respect to dividends that relate to the last taxable year or a portion thereof for which the Borrower was a RIC) and (y) no cash dividend payment with respect to any obligation taxable year (contingent whether of all or any portion of the Borrower’s taxable income or otherwise) shall be permitted if the aggregate amount of all such cash dividends paid with respect to do sosuch taxable year exceeds the amount that would be payable by the Borrower in income tax for such taxable year if such cash was not distributed and was instead retained by the Borrower; and provided further that the aggregate cash dividends paid with respect to any of the first three taxable quarters of any taxable year may not exceed the lesser of (x) the estimated taxable income for such taxable quarter, except thatwhich estimate shall be based on the Borrower’s updated projection of the Borrower’s taxable income for the applicable taxable year, so long and (y) $55,000,000, in each case plus the amount of undistributed taxable income with respect to any prior taxable year; and (c) The Borrower may pay cash dividends and make any other Restricted Payments at any time, for any reason, without limitation if, after giving effect thereto, (w) the Borrower maintains an asset coverage requirement of at least 200%, as set forth in Section 18(a), as modified by Section 61(a), of the Investment Company Act, (x) the Borrower shall be in pro forma compliance with Section 5.9, (y) no Asset Coverage Noncompliance Period, Default or Event of Default shall have occurred exist and be continuing prior and (z) the aggregate principal amount of the Loans, the Public Notes and any Permitted Refinancing Debt shall be equal to or immediately after giving effect to any action described below or would result therefrom: (a) each Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other less than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfied1,400,000,000.

Restricted Payments. Declare or make, directly or indirectly, any Restricted PaymentPayment or Restricted Purchase, or incur any obligation (contingent or otherwise) to do so, except that, so 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 Subsidiary i. the Parent may, during any taxable year, declare or make Restricted Payments if the Parent’s Consolidated Leverage Ratio, as of the end of the preceding taxable year, is less than or equal to 0.60 to 1.00; provided, however, that, if the Parent’s Consolidated Leverage Ratio is greater than 0.60 to 1.00 as of the end of any taxable year, the Parent may, during the next taxable year, only declare or make Restricted Payments in an amount not to exceed the minimum amount required to maintain Parent’s REIT status and to eliminate payments of federal and state income and excise taxes by Parent by virtue of its REIT status; ii. the Consolidated Entities and the Parent may make Restricted Payments to the Parent, the Borrower and to any other Consolidated Entities (or in the case of any non-Wholly-Owned Subsidiaries of the Parent, to the Parent or any Subsidiary of the Parent that is a direct or indirect shareholder of such non-Wholly-Owned Subsidiary and to Parenteach other owner of Capital Stock of such Person on a pro rata basis (or more favorable basis from the perspective of the Parent or such Subsidiary) based on their relative ownership interests); (b) iii. the Borrower, the Parent and each Subsidiary thereof the Consolidated Entities may declare and make dividend payments cash distributions to their respective shareholders or other distributions payable solely in owners for capital gains resulting from certain assets sales to the common stock or other common Equity Interests extent necessary to avoid payment of taxes on such Personasset sales imposed under Sections 857(b)(3) and 4981 of the Code; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own iv. any material assets Consolidated Entity (other than the Equity Interests Parent) may make payments to any partner, member or shareholder of Intermediate Holdco such Person required to be made pursuant to any contractual obligations of such Person or the Parent or Organization Documents of such Person (other assets relating than distributions to the Equity Interests equity holders of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretiontheir capacity as such); and v. so long as there does not exist at such time and would not be caused thereby, (i) an Event of Default under this Agreement, or (ii) any other Event of Default which has not been cured or waived by the Required Lenders within a period of ninety (90) days from the date that the Parent knew or should have known of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) Event of Default, 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 governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedmake Restricted Purchases.

Restricted Payments. Declare The Company will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment (it being understood and agreed that the Company and the Subsidiaries shall be permitted to agree to pay or make a Restricted Payment, or incur any obligation (contingent or otherwise) to do so, so long as the actual payment or making of such Restricted Payment is contingent upon (x) receipt of the consent therefor (via a waiver or amendment to this Section 6.07) from the requisite number of Lenders in accordance with Section 9.03 or (y) the Commitments having expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable (other than contingent amounts not yet due) under any Loan Document having been paid in full in cash and all Letters of Credit having expired or been terminated (or otherwise having become subject to Cash Collateralization or other arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank (including in respect of fees that would otherwise be payable in connection with such Letters of Credit pursuant to the terms of this Agreement), and all LC Disbursements having been reimbursed, except that(a) the Company may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Company may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Company and its Subsidiaries and (d) the Company and its Subsidiaries may make any other Restricted Payment (including without limitation the payment of dividends in cash with respect to its Equity Interests) so long as no Default or Event of Default shall have has occurred and be is continuing prior to making such Restricted Payment or immediately would arise after giving effect to any action described below or would result therefrom: (aincluding pro forma effect) each Subsidiary thereto and the aggregate amount of Parent may make such Restricted Payments to does not exceed $75,000,000 during any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance fiscal year of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules Company; provided that no such Dollar limitation shall apply so long as at the time of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, making such Restricted Payment and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividendthereto, the Payment Conditions are satisfiedBorrowers shall be in compliance (on a Pro Forma Basis) with the financial covenants set forth in Section 6.10.

Restricted Payments. Declare The Parent Group will not, and will not permit any Restricted Subsidiary to, declare or make, directly or indirectly, any Restricted Payment, return any capital or incur make any obligation distribution of its Property to its Equity Interest holders, except: (contingent or otherwisei) the Parent and OP LLC may declare and pay dividends with respect to do soits Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock), except that(ii) Subsidiaries of the Parent may declare and pay dividends ratably with respect to their Equity Interests, so long as no Default or Event of Default shall have occurred (iii) the Parent and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) each Subsidiary of Parent OP LLC may make Restricted Payments pursuant to any and in accordance with stock option plans or other Subsidiary benefit plans for management or to Parent; employees of the Borrower and its Subsidiaries, (biv) the Parent and each Subsidiary thereof Group may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings former employees 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 governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests termination of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) former employee’s employment in an aggregate amount not to exceed $30,000,000 750,000 in any Fiscal Year calendar year for the purpose of repurchasing Equity Interests in any member of the Parent Group, as long asapplicable, after giving pro forma effect issued to such dividendformer employee pursuant to stock option plans or other benefit plans for management or employees of the Parent and its Subsidiaries, payment and distribution(v) any Credit Party may pay the purchase price for any Permitted Bond Hedge Transaction(s), (vi) the Parent may pay cash and/or deliver common stock upon the settlement, termination or redemption of any Permitted Warrant Transaction(s), (vii) the Parent may pay cash and/or deliver common stock in satisfaction of the Parent’s obligations in respect of the Convertible Notes whether upon conversion of such securities, upon the occurrence of a change of control (or similar event, however so defined by the terms of such securities) or other customary mandatory prepayment or redemption event permitted by Section 9.04(b)(i), upon repurchase of such securities pursuant to a Redemption thereof otherwise permitted by this Agreement or at maturity of such securities, (viii) each member of the Parent Group shall be permitted to make other Restricted Payments provided that (A) no Default or Event of Default then exists is continuing or would arise as result therefrom, (B) the Leverage Ratio, calculated on a result thereofPro Forma Basis, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfied.is less

Restricted Payments. Declare The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (i) dividends payable by the Borrower solely in interests of any class of its common equity; (ii) Restricted Payments made by any Subsidiary to the Borrower or incur to another Subsidiary, on at least a pro rata basis with any obligation other shareholders if such Subsidiary is not wholly owned by the Borrower and other wholly owned Subsidiaries of the Borrower; (contingent iii) [reserved]; (iv) the Borrower may repurchase common stock or otherwisecommon stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed by such Persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment or position of such officer, director or employee or pursuant to do sothe terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (except thatto the extent made with Equity Issuance Proceeds received for such purpose that are not used to increase the Available Amount or otherwise applied to increase basket capacity hereunder) shall not exceed the lesser of (i) $2,500,000 in any Fiscal Year or (ii) $12,500,000 during the term of this Agreement; (v) other Restricted Payments (including, so long as for the avoidance of doubt, payments with respect to subordinated Indebtedness) in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; (vi) the Borrower and its Subsidiaries may (x) repurchase Capital Stock to the extent deemed to occur upon exercise of stock options, warrants or rights in respect thereof to the extent such Capital Stock represents a portion of the exercise price of such options, warrants or rights in respect thereof and (y) if such payments are made pursuant to a stock option plan or an incentive plan, make payments in respect of withholding or similar taxes payable or expected to be payable by any present or former member of management, director, officer, employee, or consultant of the Borrower or any of its Subsidiaries or family members, spouses or former spouses, heirs of, estates of or trusts formed by such Persons in connection with the exercise of stock options or grant, vesting or delivery of Capital Stock; (vii) the Borrower and its Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock, or payments or distributions to dissenting stockholders pursuant to applicable law; (viii) the Borrower may make a Restricted Payment to Ensign on or after the Closing Date and on or prior to October 4, 2019 in connection with the Pennant Transaction in an amount not to exceed $11,000,000 pursuant to Section 2.1(a)(iii) of the Pennant Master Separation Agreement; (ix) the refinancing of any Indebtedness that is subordinated to the Obligations; provided that (A) 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: ; (aB) each Subsidiary of Parent may make Restricted Payments to any such refinancing Indebtedness shall (x) not have a stated maturity or, other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely than in the common stock or other common Equity Interests case of such Person; a revolving credit facility, a Weighted Average Life to Maturity that is shorter than that of the Indebtedness being refinanced, (cy) if the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating Indebtedness being refinanced is subordinated to the Equity Interests of such Intermediate Holdco Obligations by its terms or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules terms of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to such Indebtedness, be at least as subordinate to the Obligations as the Indebtedness being refinanced (and unsecured if the refinanced Indebtedness is unsecured) and (z) be in a principal amount that does not exceed the principal amount so refinanced, plus, accrued interest, plus, any premium or other payment required to be paid in connection with such refinancing, plus, the amount of fees and expenses of the Borrower or any of its Subsidiaries incurred in connection with such refinancing, plus, any unutilized commitments thereunder; and (C) the obligors on such refinancing Indebtedness shall be the obligors on such Indebtedness being refinanced; provided, further, however, that (i) the borrower of the refinancing indebtedness shall be the Borrower or the borrower of the Indebtedness being refinanced, (ii) any Loan Party shall be permitted to guarantee any such refinancing Indebtedness of any other Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating any non-Loan Party shall be permitted to their serving in guarantee any such capacity, or obligations in respect refinancing Indebtedness of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxesnon-Loan Party; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (ix) in an aggregate amount not addition to exceed $30,000,000 in any Fiscal Year the other Restricted Payments otherwise permitted under this Section 7.5, the Borrower and its Subsidiaries may make additional Restricted Payments so long as long as, after giving pro forma effect to such dividend, payment and distribution, (A) no Default or Event of Default then exists shall have occurred and be continuing or would arise result therefrom, (B) the Leverage Ratio for the most recently ended four consecutive Fiscal Quarter period for which financial statements were required to have been delivered pursuant to Section 5.1(a) or (b) (calculated on a pro forma basis as a result thereof, if such Restricted Payment (and any other Restricted Payment or Investment that occurs subsequent to such four consecutive Fiscal Quarter period for which the pro forma financial effect of such events has been calculated under this Agreement) had been made on the first day of such four consecutive Fiscal Quarter period) does not exceed 0.75:1.00 and (iiC) without limitation as to amount if after giving the Borrower and its Subsidiaries shall be in pro forma effect compliance with Sections 6.1 and 6.2 as of the most recently ended Test Period (calculated on a pro forma basis as if such Restricted Payment (and any other Restricted Payment or Investment that occurs subsequent to such distribution, payment or dividend, Test Period) had been made on the Payment Conditions are satisfiedfirst day of such Test Period).

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do soso (unless a condition to making such Restricted Payment is that it be permitted under this Agreement), or, in the case of the Borrower or any Subsidiary thereof, issue or sell any Equity Interests, except that, so 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 Subsidiary of Parent may make Restricted Payments Payments, and issue Equity Interests that do not constitute Indebtedness, to the Borrower, any Subsidiaries of the Borrower that are Guarantors and any other Subsidiary Person that owns a direct Equity Interest in such Subsidiary, ratably (or more favorably from the perspective of the Borrower) according to Parenttheir respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Parent Borrower and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) so long as no Default has occurred and is continuing or would result therefrom, except to the Parent extent the Net Cash Proceeds thereof are required to be applied to the prepayment of the Loans pursuant to Section 2.03(b)(iii), the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests; (d) the Borrower may declare and pay cash dividends, payments dividends and distributions in an amount sufficient to allow Holdings and Intermediate Holdco for the purpose of permitting Holdings to pay federal and state income taxes, franchise taxes, and other taxes, fees, and assessments to the extent attributable to the business of the Borrower and its Subsidiaries; provided, that any refunds received by Holdings attributable to the Borrower or any of its Subsidiaries shall be returned promptly by Holdings to the Borrower through a common equity contribution to the Borrower; (e) the Borrower may declare or make Restricted Payments to Holdings to permit Holdings to (or may make such payments on behalf of Holdings): (i) make payments to employees, officers and directors expressly contemplated by Section 7.08(b), (ii) pay audit fees, legal fees, financing fees in connection with transactions permitted under this Agreement, costs of obtaining directors’ and officers’ liability insurance, costs associated with Xxxxxxxx-Xxxxx compliance and (iii) pay other public company costs and overhead fees and expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (df) the Parent Holdings 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 governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions issue (A) rights or options to acquire capital stock of Holdings pursuant to the Tax Sharing Agreement employee stock purchase plans, director or employee option plans and other employee benefit plans and (B) to pay common stock upon the exercise of options issued under, or permit Holdings pursuant to, employee stock purchase plans, director or Intermediate Holdco to pay any Related Taxesemployee option plans and other employee benefit plans; and (fg) Holdings may accrue dividends on any of its Capital Stock; provided that such dividends may not be paid in cash or otherwise (other than in shares of such Capital Stock including the Parent Preferred Stock); (h) any Foreign Subsidiary may pay cash dividends, payments and distributions issue capital stock to Intermediate Holdco for distribution Persons resident in to Holdings, the extent required by the laws of the jurisdiction in which it is organized to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event comply with requirements of Default 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 Payment Conditions are satisfiedLaw.

Restricted Payments. Declare (a) Unless mandatorily required by applicable Requirements of Law, but subject to the exceptions set forth in this Section 8.5, the Borrower will not, and will not permit any Subsidiary of it to, declare or makepay any dividends, or return any Equity Interest (including capital contributions for future capitalization), to its stockholders or authorize or make any other distribution, payment or delivery of Property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any Restricted Paymentshares of any class of Equity Interest now or hereafter outstanding (or any options or warrants issued by the Borrower or such Subsidiary with respect to its Equity Interest), or incur set aside any obligation (contingent or otherwise) to do sofunds for any of the foregoing purposes, except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to that any action described below or would result therefrom: (a) each Subsidiary of Parent may make Restricted Payments the Borrower shall be all times permitted to declare or pay any other of the foregoing amounts to the Borrower or any Wholly-Owned Subsidiary or to Parent;thereof that is a U.S. Loan Party. (b) Notwithstanding the Parent foregoing, the following Restricted Payments shall be permitted: (i) dividends and each distributions declared and paid on the common Equity Interests of the Borrower or any Subsidiary thereof may declare and make dividend payments or other distributions payable solely ratably to the holders of such common Equity Interests (including, in the common stock or other case of any non-Wholly-Owned Subsidiaries, to any minority shareholders) and payable only in common Equity Interests of such Person; Person and Restricted Payments by the Borrower solely in the form of its Equity Equivalents; (cii) the Parent may pay cash dividendsredemption, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (purchase or other than taxes) incurred in acquisition or retirement for value by the ordinary course Borrower of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the its common Equity Interests of Intermediate Holdco (or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent Equivalents with respect to Holdings and such Intermediate Holdco shall be limited to its common Equity Interests) from any present or former employee, director or officer (or the reasonable and proportional shareassigns, as determined by the Parent in its reasonable discretionestate, heirs or current or former spouses thereof) of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance any of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party Borrower or any of their Subsidiariesits Subsidiaries upon the death, disability or termination of employment of such employee, director or officer; provided, however, that the amount of all such cash dividends shall not exceed $1,000,000 in any Fiscal Year of the Borrower or $3,000,000 in the aggregate; and (iii) indemnification and reimbursement Restricted Payments by a U.S. Loan Party to another U.S. Loan Party in cash consisting of directors, officers and employees in respect of liabilities relating dividends or distributions not permitted to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions be made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedthis Section 8.5.

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except: (a) each Restricted Subsidiary may make Restricted Payments to the Parent Guarantor, any Borrower and to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to (i) a Borrower or incur any obligation such Restricted Subsidiary and (contingent or otherwiseii) to do soeach other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests); (b) the Parent Guarantor, except thatthe 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) the Parent Guarantor, the Borrowers and the Restricted Subsidiaries may make Restricted Payments necessary to consummate the Acquisition and the other Transactions (including the Post-Closing Restructuring Transactions and transactions occurring after the Closing Date as contemplated by the Purchase Agreement) and to make the Sanofi Put Payments; (d) to the extent constituting Restricted Payments, the Parent Guarantor, the Borrowers and the Restricted Subsidiaries may enter into transactions expressly permitted by Section 7.04, Section 7.05 or Section 7.08; (e) the Parent Guarantor, the Borrowers and the Restricted Subsidiaries may make Restricted Payments to Holdings: (i) the proceeds of which will be used by Holdings to pay (or to make a Restricted Payment to Parent to enable it to pay) the tax liability for each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns filed by or on behalf of the Parent or any Intermediate Holding Company; provided that such proceeds are limited to the tax liability attributable to the Parent Guarantor, the Borrowers and the Subsidiaries determined as if the Parent Guarantor, the Borrowers and the Subsidiaries filed separately; (ii) the proceeds of which shall be used by Holdings to pay (or to make a payment to Parent or any other Intermediate Holding Company to enable it to pay) Parent’s and any Intermediate Holding Company’s operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including, without limitation, administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $15,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Parent or any Intermediate Holding Company attributable to the ownership or operations of the Parent Guarantor, the Borrowers and the Restricted Subsidiaries; (iii) the proceeds of which shall be used by Holdings to pay (or to make a payment to Parent or any other Intermediate Holding Company to enable it to pay) franchise taxes and other fees, taxes and expenses required to maintain Parent’s or any Intermediate Holding Company’s corporate existence; (iv) the proceeds of which will be used by Holdings to pay (or to make a payment to Parent or any other Intermediate Holding Company to enable it to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Parent held by any future, present or former employee, director, officer, member of management or consultant of the 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 $25,000,000 (with unused amounts in any calendar year being carried over to the two (2) immediately succeeding calendar years); and provided further that such amount in any calendar year may be increased by an amount not to exceed (A) the cash proceeds from the sale of Equity Interests to employees, directors, officers, members of management or consultants of the Parent or of its Subsidiaries that occurs after the Closing Date to the extent such proceeds constitute Eligible Equity Proceeds plus (B) the amount of any cash bonuses otherwise payable to employees, directors, officers, members of management or consultants of the 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 the Parent pursuant to a deferred compensation plan of such Person plus (C) the cash proceeds of key man life insurance policies received by Parent or any Intermediate Holding Company (to the extent such proceeds are contributed to the Parent Guarantor) or the Parent Guarantor, any Borrower or any Restricted Subsidiary after the Closing Date (provided that the Parent Guarantor may elect to apply all or any portion of the aggregate increase contemplated by clauses (A), (B) and (C) above in any calendar year) less (D) the amount of any Restricted Payments previously made pursuant to clauses (A), (B) and (C) of this clause (e)(iv); (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 consummation of such Investment and (B) Parent shall, immediately following the closing or consummation thereof, cause (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; (vi) the proceeds of which shall be used by Holdings to make (or to make a payment to Parent or any other Intermediate Holding Company to enable it 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 Parent; provided that any such cash 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, as the case may be, of the Parent Guarantor (or any authorized committee thereof)); (vii) the proceeds of which shall be used by Parent or any Intermediate Holding Company to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement; (viii) [Reserved]; (ix) the proceeds of which shall be used by Holdings to pay (or to make a payment to Parent or any other Intermediate Holding Company to enable it to pay) customary salary, bonus and other benefits payable to officers and employees of the Parent or any Intermediate Holding Company to the extent such salaries, bonuses and other benefits are directly attributable to the ownership or operations of the Parent Guarantor, the Borrowers and the Restricted Subsidiaries; and (x) the proceeds of which shall be used by Holdings to pay (or to make a payment to Parent or any other Intermediate Holding Company to enable it to pay) amounts of the type described in Section 7.08(g), 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 Borrower Party. (f) so 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 Subsidiary of , in addition to the foregoing Restricted Payments, the Parent Guarantor, the Borrowers and the Restricted Subsidiaries may make additional Restricted Payments to any other Subsidiary or Holdings in an aggregate amount that does not exceed $300,000,000, plus the CNI Growth Amount as in effect immediately prior to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests time of making of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related TaxesRestricted Payment; and (fg) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, in addition to the foregoing Restricted Payments, the Parent Guarantor, the Borrowers and the Restricted Subsidiaries may pay cash dividends, payments and distributions make additional Restricted Payments to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in the amount of any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions Eligible Equity Proceeds which are satisfiedNot Otherwise Applied.

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, that each of the following shall be permitted so long as no Default or Event of Default shall have occurred and be continuing prior to prior, or immediately after giving effect effect, to any action described below the following, or would result therefrom:therefrom provided that no Restricted Payment shall be made by any Loan Party to any Unrestricted Subsidiary or, except pursuant to clause (g) of this Section 7.06, to any Person that is not a Subsidiary of the Parent:‌ (a) each Subsidiary of Parent may make Restricted Payments to any Loan Party or to a Pathlight Mortgaged Loan Party; (b) each Loan Party may make Restricted Payments to any other Subsidiary Loan Party or to Parenta Pathlight Mortgaged Loan Party; (bc) the Parent Loan Parties and each Restricted Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent;Person;‌ (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent[Reserved]; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and[Reserved]; (f) the Restricted Subsidiaries of the Parent may pay cash dividendsmake a Restricted Payment to the extent such payment is funded solely with amounts received by the Restricted Subsidiaries, payments and distributions to Intermediate Holdco for distribution to Holdingsdirectly or indirectly, to enable the Holdings to pay cash dividends and repurchase its Equity Interests from an Excluded Subsidiary consisting of either (i) proceeds of Indebtedness incurred by such Excluded Subsidiary under a financing arrangement or (ii) proceeds of dividends and distributions received directly or indirectly from Xxxxx XXXx; and (g) the Parent may make Restricted Payments in the form of loans to its shareholders in an aggregate amount of up to $12,500,000 per year (provided that all of the Restricted Payments permitted under this clause (g) shall not to exceed $30,000,000 100,000,000 in the aggregate at any Fiscal Year as long astime outstanding), and subject to compliance with the conditions applicable thereto in the ABL Credit Agreement and the Pathlight Term Loan Credit Agreement and provided that the sole source of funding for the making of such Restricted Payments is distributions to the Parent from Subsidiaries of the Parent who are not Canadian Loan Parties.‌ Notwithstanding anything in this Section 7.06 to the contrary, no Restricted Payment shall be permitted if after giving pro forma effect to such dividendany Restricted Payment, payment and distribution, no any Default or Event of Default then exists shall exist 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 Payment Conditions are satisfiedtherefrom.

Restricted Payments. Declare or makeThe Borrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, make any Restricted Payment, except that (a) a wholly-owned Subsidiary of the Borrower may make a Restricted Payment to the Borrower or incur any obligation another wholly-owned Subsidiary of the Borrower, (contingent or otherwiseb) to do so, except that, so long as provided no Default or Event of Default shall have has occurred and be is continuing prior to or immediately after giving effect to any action described below or would result therefrom: , (ai) each the Borrower may redeem, purchase or otherwise acquire its capital stock or declare and pay dividends on its capital stock; (ii) scheduled interest payments, optional redemptions or other prepayments may be made on the Senior Notes; provided, however that without the prior written consent of the Administrative Agent and the Banks, (A) the payment of such Indebtedness may not be guaranteed by any Subsidiary of Parent the Borrower which is not a Guarantor hereunder and the terms and provisions of any guaranties of such Indebtedness shall be no more onerous than the terms and provisions of the Guaranty or (B) the Borrower shall not take any action that could result in the Obligations’ failing to be pari passu to Indebtedness under the Senior Notes; (iii) any Subsidiary of the Borrower may make Restricted Payments payments to any other Subsidiary or the Borrower for all reasonable amounts owing to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred Borrower in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than business for the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests Borrower’s and their Subsidiaries’ pro rata share of such Intermediate Holdco or the Parent)ordinary course items as insurance, such cash dividends, payments taxes and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses, provided that such ordinary course items are incurred in compliance with the arm’s length requirements of Section 6.8 and (iv) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance capital stock of the sameBorrower may be purchased (or the purchase thereof funded) or otherwise acquired by the Borrower or its Subsidiaries for any Code Section 401(k) plan, (ii) reporting obligations under, Code Section 423 plan or in connection with compliance with, applicable laws or applicable rules Plan of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party Borrower or any of their its Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfied.

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default 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 (i) any Subsidiary of Parent FairPoint may make Restricted Payments pay Dividends directly or indirectly to FairPoint or any other Wholly-Owned Subsidiary of FairPoint (including by way of conversion of intercompany payables) and (ii) any Non-Wholly-Owned Subsidiary of FairPoint may pay cash Dividends to its shareholders generally, so long as FairPoint or to Parentits Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (b) the Parent FairPoint and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such PersonPerson and in cash in lieu of fractional shares; (c) the Parent FairPoint and each Subsidiary thereof may pay cash dividendspurchase, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings redeem or Intermediate Holdco shall own any material assets (other than the otherwise acquire its common Equity Interests with the proceeds received from the issue within 60 days preceding such payment of Intermediate Holdco or the Parent or other assets relating to the new common Equity Interests of or which will be reimbursed with proceeds to be received within 60 days after such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parentpayment; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with so long as (i) registration, public offerings no Default shall have occurred and exchange listing of equity be continuing at the time such Dividends are made or debt securities would result therefrom and maintenance of the same, (ii) reporting obligations underthe Borrower shall be in compliance with the financial covenants contained in Section 7.11 on a Pro Forma Basis before and after giving effect thereto, FairPoint may declare or pay cash Dividends to its stockholders in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, an aggregate amount not to exceed the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests Available Amount as of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parentdate; (e) the Parent FairPoint and its Subsidiaries may paypay Dividends to FairPoint and its Subsidiaries, without duplicationas applicable, cash dividends, payments in accordance with tax sharing arrangements entered into from time to time between or among FairPoint and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; andits Subsidiaries; (f) FairPoint and its Subsidiaries may repurchase, cancel or withhold Equity Interests (x) to the Parent may pay cash dividendsextent such repurchase is deemed to occur upon the exercise or vesting of stock options, payments awards or warrants and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its (y) such Equity Interests (i) represent a portion of the exercise price of such options, awards or warrants 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 such options, awards or warrants; and (g) FairPoint may make Restricted Payments to repurchase, retire or otherwise acquire LTIP Shares in connection with any exercise, vesting or exchange of options, warrants, incentives or rights to acquire such LTIP Shares, in an aggregate amount not to exceed $30,000,000 5,000,000 in any Fiscal Year as long asfiscal year (with unused amounts in any fiscal year being carried over to succeeding calendar years); provided that such amount in any fiscal year may be increased by an amount not to exceed (A) the amount of any cash bonuses otherwise payable to employees, after giving pro forma effect officers or directors that are foregone in return for the receipt of LTIP Shares during such fiscal year plus (B) the cash proceeds of key man life insurance policies received by FairPoint or any of its Subsidiaries during such fiscal year (provided that FairPoint may elect to such dividend, payment and distribution, no Event apply all or any portion of Default then exists or would arise as a result thereof, the aggregate increase contemplated by clauses (A) and (iiB) without limitation as above in any fiscal year) minus the amount of any Restricted Payments previously made pursuant to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedclauses (A) and (B) above.

Restricted Payments. Declare The Borrower will not, nor will it permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatexcept: (i) the Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock (other than Disqualified Equity Interests), and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock (other than Disqualified Equity Interests); (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, membership or partnership interests or other similar Equity Interests; (iii) Borrower may declare and pay dividends or make other distributions to Holdings, the proceeds of which are used by Holdings or a Parent to (i) purchase or redeem Equity Interests of Holdings or a Parent acquired by former or current employees, consultants or directors of Holdings, the Borrower or any Restricted Subsidiary or (ii) pay principal or interest on promissory notes that were issued in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests, provided that the aggregate amount of such dividends or other distributions under this Section 6.08(iii) shall not exceed in any fiscal year of Borrower $5,000,000 (it being understood, however, that unused amounts permitted to be paid pursuant to this proviso are available to be carried over to subsequent fiscal years of Borrower); provided that any cancellation of Indebtedness owing to the Borrower in connection with and as consideration for a repurchase of Equity Interests of Holdings (or a Parent) shall not be deemed to constitute a Restricted Payment for purposes of this Section 6.08(iii), so long as such Indebtedness was incurred solely for the purpose of purchasing such Equity Interests; provided further that such amount in any calendar year may be increased by an amount not to exceed (1) the cash proceeds of key man life insurance policies received by Holdings (to the extent such proceeds are contributed to the Borrower and not used to fund any Restricted Payments other than those made pursuant to this Section 6.08(iii)) or any Borrower or any Restricted Subsidiary after the Effective Date (provided that the Borrower may elect to apply all or any portion of the aggregate increase contemplated by clause (1) above in any calendar year) less (2) the amount of any Restricted Payments previously made pursuant to clause (1) of this Section 6.08(iii); (iv) the Borrower may make Restricted Payments to Holdings to be used by Holdings solely to pay (or to make Restricted Payments to allow a Parent to pay) its franchise taxes and other fees required to maintain its corporate existence and to pay for general corporate and overhead expenses (including salaries and other compensation of employees) incurred by Holdings or a Parent, provided that such Restricted Payments shall not exceed $3,000,000 in any calendar year or to be used by Holdings to pay fees and expenses (other than to its Affiliates) relating to any unsuccessful debt or equity offering; (v) the Borrower may make Restricted Payments to Holdings in an amount necessary to enable Holdings to pay (or make Restricted Payments to allow a Parent to pay) the portion of any consolidated, combined or similar Taxes directly attributable to (or arising as a result of) the operations of the Borrower and the Restricted Subsidiaries, provided that (A) the amount of such Restricted Payments shall not exceed the lesser of (x) the Tax liabilities that the Borrower and the Restricted Subsidiaries would have been required to pay in respect of such federal, state, local and/or foreign Taxes (as applicable) were the Borrower and the Restricted Subsidiaries to pay such Taxes as stand-alone taxpayers less any such Tax payable directly by the Borrower or any Restricted Subsidiary or (y) the actual liabilities of the Parent group on a consolidated, combined or similar basis and (B) all Restricted Payments made to Holdings or a Parent pursuant to this clause (v) are used by Holdings or a Parent for the purposes specified herein within 20 days of the receipt thereof; (vi) the Borrower may make Restricted Payments to Holdings to pay management, consulting and advisory fees to the Sponsor or any Sponsor Affiliate and to reimburse any related expenses to the extent permitted by Section 6.09(j) or (r); (vii) the Borrower and the Restricted Subsidiaries may make additional Restricted Payments (and Holdings may make Restricted Payments with such amounts received from the Borrower) in an aggregate amount throughout the term of this Agreement not exceeding $5,000,000; (viii) so long as (x) 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:therefrom and (y) after giving pro forma effect thereto, the Senior Secured Leverage Ratio as of the last day of the most recent period for which financial statements shall have been required to be delivered pursuant to Section 5.01(a) or (b) (or if prior to the first time such financial statements are so required to be delivered, as of the last day of the most recent period in respect of which financial statements of the Borrower and its Restricted Subsidiaries are available) is less than 4.50 to 1.00, Restricted Payments at any time not to exceed the Available Amount at such time; (aix) the Transaction Costs; (x) Investments in non-wholly owned Subsidiaries of Borrower or Non-Consolidated Entities, in each case permitted by Section 6.04 that would otherwise constitute Restricted Payments; (xi) the purchase, redemption or other acquisition or retirement for value of Equity Interests of a Qualified Restricted Subsidiary owned by a Strategic Investor if such purchase, redemption or other acquisition or retirement for value is made for consideration not in excess of the Fair Market Value of such Equity Interests; (xii) each Restricted Subsidiary of Parent may make Restricted Payments to any Loan Party (other Subsidiary or to Parentthan Holdings); (bxiii) the Parent Borrower may cause Holdings to issue common stock and each Subsidiary thereof may declare and make dividend payments options, warrants or other distributions payable solely in the equity awards with respect to its common stock under any stock option, stock incentive or similar plan approved by the direct or indirect shareholders of the Borrower (including deferred purchases under the deferred stock purchase program) and repurchase such Equity Interests to the extent (x) such repurchase is deemed to occur upon the exercise of such options, warrants or other common equity awards and (y) such Equity Interests represent a portion of the purchase price of such Personoptions, warrants or other equity awards; (cxiv) the Parent Borrower may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect make Restricted Payments to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in the cash proceeds (to the extent such proceeds are not used to increase the Available Amount and do not constitute Excluded Contributions or a Cure Amount) received by Holdings from a substantially concurrent issue of new shares of Holdings’ Qualified Equity Interests and contributed to the Borrower less the amount of Investments made pursuant to Section 6.04(xxi); (xv) the Borrower may declare and make payments under the outstanding warrants of the Borrower described on Schedule 6.08 and repurchase any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and the foregoing; and (iixvi) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedRestricted Payments made using Excluded Contributions.

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (including contingent or otherwise) to do so, so (other than those permitted under Section 7.03(d) or Section 7.04(d)) except that, that so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to at the time of any action described below or would result therefrom: (a) each Subsidiary (which for this purpose includes any trust or trusts formed for the purposes of Parent issuing trust preferred securities) may make Restricted Payments to the Borrower and any other Subsidiary or Person that owns an Equity Interest in such Subsidiary, ratably according to Parenttheir respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Parent Borrower and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent Borrower and each Subsidiary may pay cash dividendspurchase, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issuance of new shares of its common stock or other common Equity Interests (other than taxes) incurred in the ordinary course proceeds received from any substantially concurrent sale of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the ParentWarrants), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent Borrower may declare and pay or make dividends (including 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 governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments stock repurchases and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parentdistributions; (e) the Parent Borrower and any Subsidiary may pay, without duplication, cash dividends, payments and distributions make any payment (Aeven if such payment is in the form of a Restricted Payment) pursuant to the Borrower or another Subsidiary that is required to be made with respect to or in connection with the terms of any Tax Sharing Agreement sharing, Tax allocation or other similar Tax arrangement or agreement entered into among the Borrower and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; andits Subsidiaries; (f) the Parent Borrower may pay cash dividends, payments enter into any Call Options and distributions Warrants and may make any payment in connection with entry by the Borrower into any Call Options; provided that any other Restricted Payment to Intermediate Holdco for distribution be made in connection with any Call Options and Warrants may only be made to Holdings, to enable the Holdings to pay cash dividends and repurchase its extent otherwise permitted by this Section 7.05 at the time such Restricted Payment is made; (g) the Borrower may make any payment in Equity Interests of the Borrower in settlement of any Warrant or in satisfaction of any obligation of the Borrower in connection with the termination, cancellation or early unwind of any Warrant; and (ih) the Borrower may make any other payment in an aggregate satisfaction of any obligation of the Borrower in connection with the termination, cancellation or early unwind of any Warrant, but only to the extent that the amount not of such payment is less than or equal to exceed $30,000,000 in the amount of any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, substantially concurrent payment or dividendpayments received by the Borrower in connection with the termination, the Payment Conditions are satisfiedcancellation or early unwind of any Call Option.

Restricted Payments. Declare or makeHoldings and the Borrowers shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Payment; provided that: (i) Any Subsidiary may make Restricted Payments to the Borrowers or any Subsidiary Guarantor that is wholly-owned, individually or incur any obligation collectively, by one or more of the Borrowers; (contingent ii) (a) the Borrowers may make required payments of interest in respect of the Indebtedness incurred under the Second Lien Credit Agreement and (b) subject to the terms of the Intercreditor Agreement and so long as no Default or otherwiseEvent of Default has occurred and is continuing, the outstanding Indebtedness under the Second Lien Credit Agreement may be Refinanced to the extent permitted under the Intercreditor Agreement; and (iii) to do so, except that, so 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 otherwise result therefrom: therefrom and Holdings and the Borrowers are in pro forma compliance with the covenant set forth in Section 6.6, on the Effective Date (ax) each Subsidiary the Borrowers may make distributions to Holdings to permit Holdings to, and Holdings may make, Restricted Payments to the Selling Shareholder and to FX Luxury with the proceeds of Parent such distributions from the Borrowers for the purpose of redeeming the Selling Shareholder’s Capital Stock in Holdings and/or enabling FX Luxury to acquire the Selling Shareholder’s Capital Stock in, and loans to, Holdings pursuant to the AI Purchase Agreement; provided, that the aggregate amount of distributions made by the Borrowers to Holdings under this clause (x) shall not exceed $80,000,000 and (y) Holdings may make Restricted Payments to any other Subsidiary or the Selling Shareholder for the purpose of redeeming the Selling Shareholder’s Capital Stock in Holdings and to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely reimburse FX Luxury for an advance in the common stock or other common Equity Interests amount of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating $7,500,000 paid by FX Luxury to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings Selling Shareholder 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 governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) Purchase in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedCKX Equity Investment.

Restricted Payments. Declare Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries or makeAffiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Payment except that: (a) Subsidiaries of the Company may make Restricted Payments (i) to the Company or to any parent entity of such Subsidiary which is a wholly-owned Guarantor Subsidiary and (ii) so long as no Liquidity Event or Default or Event of Default has occurred and is then continuing, on a pro rata basis to the equity holders of any other Guarantor Subsidiary; (b) (i) so long as no Liquidity Event or Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the Company and its Subsidiaries may make prepayments and regularly scheduled payments of principal and interest in respect of any Indebtedness permitted under Sections 6.1(b), (ii) the Company and its Subsidiaries may make scheduled payments and mandatory prepayments of principal, and regularly scheduled payments of interest in respect of and, so long as no Liquidity Event or Default or Event of Default shall have occurred and be continuing, voluntary repayments of, any Indebtedness permitted under Section 6.1(h), (iii) the Company and its Subsidiaries may make mandatory prepayments and regularly scheduled payments of principal and interest in respect of any Indebtedness permitted under Section 6.1(k) (to the extent constituting subordinated Indebtedness) or 6.1(n), but only to the extent such payments are permitted by the terms, and subordination provisions (if any) applicable to, such Indebtedness, and (iv) the Company and its Subsidiaries may make payments in respect of guarantees permitted under Section 6.1(e) to the extent the Indebtedness guaranteed thereby is permitted to be paid under this Section 6.5 (in each case under the foregoing subclauses (i), (ii) and (iii) in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Indebtedness as issued); (c) the Company may make Restricted Payments to Holdings to the extent reasonably necessary to permit Holdings (in each case so long as Holdings applies the amount of any such Restricted Payment for such purpose within five days of receipt of such amount) (i) to pay general administrative and corporate overhead costs and expenses (including expenses arising by virtue of Holdings’ status as a public company (including fees and expenses related to filings with the Securities and Exchange Commission, roadshow expenses, printing expenses and fees and expenses of attorneys and auditors)), (ii) to discharge the consolidated tax liabilities of Holdings and its Subsidiaries and (iii) so long as no Liquidity Event or Default or Event of Default shall have occurred and be continuing or shall be caused thereby, to allow Holdings to repurchase shares of, or options to purchase shares of, Capital Stock of Holdings from employees, officers or directors of Holdings, the Company or any Subsidiaries thereof in any aggregate amount not to exceed $1,000,000 in any calendar year or $5,000,000 in the aggregate since the Restatement Effective Date; (i) the Company may make Restricted Payments to Holdings (so long as Holdings applies such payment to the payment of dividends or distributions to its shareholders (or any payment on account of any shares of any class of stock (or any other Capital Stock) of Holdings, the Company or any of their respective Subsidiaries, including, for the avoidance of doubt, the repurchase of any such shares) within 60 days of the receipt of such amount) in an aggregate amount not to exceed $10,000,000 in any Fiscal Quarter; provided that, notwithstanding the foregoing, any Restricted Payment under this Section 6.5(d)(i) may only be made so long as (x) no Default or Event of Default has occurred or is continuing or shall be caused thereby after giving effect to such Restricted Payment, (y) after giving effect to such Restricted Payment, Excess Availability is at least the greater of $12,500,000 and 12.5% of the aggregate Revolving Commitments at the time of determination, and (z) the Administrative Agent shall have received a certificate of the Company’s chief financial officer or incur any obligation treasurer certifying that the conditions set forth in this Section 6.5(d)(i) have been satisfied and setting for the calculations of Excess Availability in reasonable detail; and (contingent or otherwiseii) Holdings may make Restricted Payments in an amount equal to do so, except thatthe actual amount of Restricted Payments made by the Company to Holdings pursuant to Section 6.5(d)(i) that have not previously been distributed by Holdings, so long as no Default or Event of Default shall have occurred and be continuing prior or shall be caused thereby; provided, however, that notwithstanding anything to or immediately the contrary contained in this Section 6.5(d), this Section 6.5(d)(ii) shall not prohibit the payment of any dividend within 60 days after giving effect to any action described below or would result therefrom: (a) each Subsidiary the date of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests declaration of such Person; (cdividend if such dividend was permitted under this Section 6.5(d)(ii) on the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course date of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parentdeclaration; (e) the Parent so long as no Liquidity Event or Default or Event of Default shall have occurred and be continuing or shall be caused thereby Holdings 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 Taxesmake Restricted Payments as described in Section 6.5(c)(iii); and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) additional Restricted Payments in any Fiscal Year in an aggregate amount not to exceed $30,000,000 in any Fiscal Year the Available Excess Cash Flow as long as, of the date of such payment (calculated after giving pro forma effect to any Investments pursuant to Section 6.7(m) on such dividenddate and any prepayments, payment and distribution, no Event repurchases or redemptions of Default then exists or would arise as a result thereof, and (ii) Other Debt on such date but without limitation as to amount if after giving pro forma effect to the Restricted Payment proposed to be made on such distribution, payment or dividend, the Payment Conditions are satisfieddate).

Restricted Payments. Declare WIL-Ireland shall not, and shall not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (a) WIL-Ireland may declare and pay dividends on its Capital Stock payable solely in additional Capital Stock (other than Disqualified Capital Stock); (b) WIL-Ireland and its Restricted Subsidiaries may make Restricted Payments in exchange for, or incur out of the proceeds received from, any obligation substantially concurrent issuance (contingent other than to a Subsidiary) of additional Capital Stock of WIL-Ireland (other than Disqualified Capital Stock); (c) (i) Restricted Subsidiaries that are wholly-owned by one or otherwisemore Obligors and/or Specified Group Members may declare and pay dividends or make other distributions on account of, and make payments on account of the purchase, redemption, acquisition, cancellation or termination of, their Capital Stock and (ii) Restricted Subsidiaries that do not satisfy the requirements of clause (i) immediately above may pay dividends or make other distributions on account of, and make payments on account of the purchase, redemption, acquisition, cancellation or termination of, their Capital Stock ratably (or more favorably to do soa Restricted Subsidiary); provided, except thathowever, in the case of clause (ii), if any non-Wholly-Owned Subsidiary received cash proceeds from the issuance of any of its Capital Stock to one or more Persons that are not Affiliates of WIL-Ireland, such Subsidiary may declare and pay dividends non-ratably to holders of its Capital Stock that are not Affiliates of WIL-Ireland in an aggregate amount not to exceed the amount of such cash proceeds (to the extent such cash proceeds have not been used for any other transaction permitted hereunder); (d) WIL-Ireland and its Restricted Subsidiaries may make any prepayments under this Agreement, the Term Loan Agreement and the 364-Day Revolving Credit Agreement in accordance with the terms thereof; (e) so long as no Default or Event of Default has occurred and is continuing at the time thereof or immediately after giving effect thereto, WIL-Ireland and its Restricted Subsidiaries may (i) Redeem any Existing Senior Notes or other senior notes, in each case, that have a stated maturity date prior to the Extended Maturity Date and (ii) Redeem any Existing Senior Notes or other senior notes with the proceeds of (A) Permitted Refinancing Indebtedness or (B) Indebtedness incurred under Section 8.01(j), (k) or (l); (f) WIL-Ireland and its Restricted Subsidiaries may redeem, repurchase or otherwise acquire or retire for value Capital Stock of WIL-Ireland or any Restricted Subsidiary held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), either (i) upon any such individual’s death, disability, retirement, severance or termination of employment or service or (ii) pursuant to any equity subscription agreement, stock option agreement, restricted stock agreement, restricted stock unit agreement, stockholders’ agreement or similar agreement; provided, in any case, that the aggregate cash consideration paid for all such redemptions, repurchases or other acquisitions or retirements shall not exceed $10,000,000 during any calendar year; (g) WIL-Ireland and each Restricted Subsidiary may consummate (i) repurchases, redemptions or other acquisitions or retirements for value of Capital Stock deemed to occur upon the exercise of stock options, warrants, rights to acquire Capital Stock or other convertible securities to the extent such Capital Stock represents a portion of the exercise or exchange price thereof and (ii) any repurchases, redemptions or other acquisitions or retirements for value of Capital Stock made or deemed to be made in lieu of withholding Taxes in connection with any exercise, vesting, settlement or exchange, as applicable, of stock options, warrants, restricted stock, restricted stock units or other similar rights; (h) WIL-Ireland and each Restricted Subsidiary may make payments of cash in lieu of issuing fractional Capital Stock; (i) WIL-Ireland and each Restricted Subsidiary may make payments or distributions to dissenting stockholders pursuant to applicable law in connection with a merger, consolidation or transfer of assets that complies with the provisions of Sections 8.02 or 8.05; (j) WIL-Ireland and its Restricted Subsidiaries may make other Restricted Payments, provided that (i) no Default or Event of Default shall have occurred and be continuing at the time of such Restricted Payment or immediately after giving effect thereto, (ii) the amount of such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by WIL-Ireland and its Restricted Subsidiaries pursuant to this Section 8.08(j) since the Effective Date, is less than the amount of the Restricted Payment Basket at such time, and (iii) after giving pro forma effect to the making of such Restricted Payment, the Total Leverage Ratio would be less than 4.00 to 1.00 (calculated as of the last day of the most recently ended Testing Period for which financial statements are available as if such Restricted Payment had been made on the first day of such Testing Period); (k) so long as no Default or Event of Default shall have occurred and be continuing prior to continuing, WIL-Ireland and its Restricted Subsidiaries may repay or immediately after giving effect to any action described below prepay intercompany loans or would result therefrom: (a) each Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, advances; provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of extent such Intermediate Holdco intercompany loans or the Parent)advances are Subordinated, such cash dividends, payments and distributions made by repayment or prepayment shall not violate the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, subordination terms applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxesthereto; and (fl) the Parent WIL-Ireland and its Restricted Subsidiaries may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in pay the purchase price for any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, Permitted Bond Hedge Transaction and (ii) without limitation as to settle any related Permitted Warrant Transaction (A) by delivery of shares of WIL-Ireland’s common stock upon settlement thereof or (B) by (x) set-off against the related Permitted Bond Hedge Transaction or (y) payment of an early termination amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedthereof in common stock upon any early termination thereof.

Restricted Payments. Declare The Borrower will not, and will not permit its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Paymentdividend or distribution on any class of its Capital Stock, or incur make any obligation (contingent payment on account of, or otherwise) to do so, except that, so 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 Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments set apart assets for a sinking or other distributions payable solely in analogous fund for, the common stock purchase, redemption, retirement, defeasance or other common Equity Interests acquisition of, any shares of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses Capital Stock or Indebtedness (other than taxesNon-Recourse Indebtedness of the Borrower and its Subsidiaries) incurred in subordinated to the ordinary course Obligations of businessthe Borrower or any Guarantee thereof or any options, provided thatwarrants, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating rights to the Equity Interests of purchase such Intermediate Holdco Capital Stock or the Parentsuch Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with except for (i) registration, public offerings and exchange listing dividends payable by the Borrower solely in shares of equity or debt securities and maintenance any class of the sameits common stock, (ii) reporting obligations underRestricted Payments made by any Subsidiary to the Borrower or to another Subsidiary, or in connection on at least a pro rata basis with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their shareholders if such Subsidiary is not wholly owned by the Borrower and other wholly owned Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or extent that the Parent)Borrower is a REIT, such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase distributions paid on the common stock of the Borrower to the extent necessary for Borrower to maintain its Equity Interests status as a REIT and to avoid incurring any corporate level income taxes and any excise taxes including those under Sections 857(b) and 4981 of the Code; (iiv) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year the extent that the Borrower is a REIT, cash distributions paid on the common stock of the Borrower of capital gains resulting from gains from certain asset sales to the extent necessary to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and 4981 of the Code; and (v) other cash dividends and distributions paid on the common stock of the Borrower so long as long as, after giving pro forma effect to such dividenddividends and distributions, payment together with the cash dividends and distributiondistributions paid pursuant to clauses (iii) and (iv) above, no Default or Event of Default then exists or would arise as a result thereof, has occurred and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedis continuing.

Restricted Payments. Declare No Borrower will, nor will it permit any Subsidiary to, declare or make, directly or indirectly, make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (i) each Subsidiary may (and may incur an obligation to) declare and make Restricted Payments to any Person that owns an Equity Interest in such Subsidiary, so long as ratably according to their respective holdings of such Equity Interests in respect of which such Restricted Payment is being made; (ii) each Borrower and each Subsidiary may (and may incur an obligation to) declare and make Restricted Payments payable solely in common Equity Interests of such Person; (iii) Athene Life Re and, AUSA and Athene Annuity Re may (and may incur an obligation to) declare and make Restricted Payments to (x) AHL, (y) another Borrower or (z) any Subsidiary (including a Borrower) of AHL which is a direct or indirect parent company of Athene Life Re, AUSA and/or Athene Annuity Re, respectively; (iv) each Borrower and each Subsidiary may (and may incur an obligation to) purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new common Equity Interests if after giving effect to such Restricted Payment on a pro-forma basis no Default or Event of Default shall have occurred and be continuing at the time of the declaration of such Restricted Payment; (v) at any time prior to or immediately a Qualifying IPO, AHL may (and may incur an obligation to) declare and make other Restricted Payments after the date hereof in an amount not to exceed $100,000,000 in the aggregate if after giving effect to any action described below such Restricted Payment on a pro-forma basis no Default or would result therefrom: (a) each Subsidiary Event of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) Default shall have occurred and be continuing at the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in time of the common stock or other common Equity Interests declaration of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related TaxesRestricted Payment; and (fvi) the Parent at any time after a Qualifying IPO, AHL may pay cash dividends, payments (and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends may incur an obligation to) declare and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in make any Fiscal Year as long as, Restricted Payment if after giving pro forma effect to such dividend, payment and distribution, Restricted Payment on a pro-forma basis no Default or Event of Default then exists or would arise as shall have occurred and be continuing at the time of the declaration of such Restricted Payment. This Section 7.04 shall not prohibit the payment of a result thereof, and (ii) without limitation as to amount Restricted Payment if after giving pro forma effect to such distribution, payment or dividend, Restricted Payment is made within 90 days of the declaration thereof provided such Restricted Payment Conditions are satisfiedwas not prohibited by this Section 7.04 at the time of its declaration.

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default 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 Subsidiary of Parent may make Restricted Payments to the Borrowers, any Subsidiaries of the Parent Borrower that are Guarantors and any other Subsidiary or Person that owns a direct Equity Interest in such Subsidiary, ratably according to Parenttheir respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Parent Borrower and each Subsidiary thereof 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; (c) the Parent Borrower may pay cash dividendspurchase, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings redeem or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to otherwise acquire its Equity Interests in with the Parentproceeds received from the substantially concurrent issue of new Equity Interests; (d) the Parent Borrowers may declare and pay cash dividendsdividends to Holdings or any other direct parent of the Borrowers in amounts not to exceed amounts necessary to permit Holdings or any other direct parent of the Borrowers, payments and distributions in an amount sufficient as the case may be, to cover pay (i) reasonable and necessary customary corporate or limited liability company expenses and operating expenses relating to maintaining their ownership interest in the Borrowers (including professional fees reasonable out-of-pocket expenses for legal, administrative and expenses) (accounting services provided by third parties, and compensation, benefits and other than taxes) incurred by Holdings amounts payable to officers and employees in connection with (i) registration, public offerings their employment in the ordinary course of business and exchange listing to board of equity or debt securities and maintenance of the samedirector observers), (ii) reporting obligations under, franchise fees or in connection with compliance with, applicable laws similar taxes and fees required to maintain their corporate or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, limited liability company existence and (iii) indemnification for any taxable period during which the Borrowers are a member of a consolidated, combined, unitary or similar tax group of which Holdings is the common parent, the amount of any Taxes that the Borrowers and reimbursement of directors, officers their Subsidiaries would have been required to pay for such year had the Borrowers and employees in respect of liabilities relating to their serving in Subsidiaries paid such taxes as a stand-alone taxpayer (or stand-alone group) (reduced by any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made taxes paid directly 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 Borrower or any of its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the ParentSubsidiaries); (e) so long as no Default shall have occurred and be continuing (or would result therefrom) the Parent Borrowers may paypay dividends to Holdings and Holdings may use the proceeds thereof to, without duplicationin each case, cash dividendsrepurchase, redeem or otherwise acquire or retire Equity Interests of Holdings held by officers, directors or employees of such Persons, as the case may be, and its Subsidiaries (or their estates or trusts) upon the death, disability, retirement or termination of employment of any such officer, director or employee; provided that the aggregate amount of payments and distributions to Holdings by the Borrowers under this clause (Ae) pursuant to will not exceed $15,000,000 in any Fiscal Year of the Tax Sharing Agreement and Borrowers (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; andwith the unused portion of such scheduled amount available for use in the succeeding Fiscal Year); (f) so long as no Default shall have occurred and be continuing (or would result therefrom), other Restricted Payments in an amount not to exceed $20,000,000 in the Parent may pay cash dividends, payments and distributions aggregate; (g) other Restricted Payments so long as the RP Conditions are satisfied; (h) the Borrowers shall be permitted to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) make other Restricted Payments in an aggregate amount not to exceed $30,000,000 7,000,000 in any Fiscal Year as long asorder to allow Holdings to purchase, after giving pro forma effect to such dividend, payment and distribution, no Event redeem or otherwise acquire its Equity Interests from stockholders of Default then exists Holdings other than the Sponsors; and (i) Restricted Payments on 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, about the Payment Conditions are satisfiedAmendment No. 1 Effective Date in connection with the Transactions.; and

Restricted Payments. Declare Directly or makeindirectly declare, directly pay or indirectly, make any Restricted Payment, or incur set aside or otherwise deposit or invest any obligation (contingent sums for such purpose, or otherwise) agree to do so, except any of the foregoing; provided that, so 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 Subsidiary of the Parent and any of its Subsidiaries may make Restricted Payments to any distribute dividends of Capital Stock (other Subsidiary or to Parent; than Disqualified Capital Stock) in respect of its Capital Stock; (b) the Parent and each Subsidiary thereof its Subsidiaries may declare and make dividend payments Restricted Payments to the Parent or any other distributions payable solely in the common stock or other common Equity Interests of such Person; Note Party; (c) the Parent and its Subsidiaries may make Restricted Payments with respect to any Designated Preferred Stock; (d) the Parent and its Subsidiaries may make Restricted Payments to the Parent, the Issuer and their respective Subsidiaries to be used by such Person (i) to the extent necessary to pay Permitted Management Fees and (ii) to the extent necessary for the Parent, the Issuer and their Subsidiaries to pay any taxes which are due and payable by the Parent, the Issuer and any of their Subsidiaries; provided that in the case of this clause (ii), such amount shall not exceed the lesser of (x) the amount of such taxes that are due and payable and (y) the amount of taxes that would be due and payable by each Subsidiary making such Restricted Payment if such Subsidiary were the parent of a consolidated group consisting of itself and its Subsidiaries; (e) the Parent and its Subsidiaries may purchase the Parent’s or any of its Subsidiary’s common stock or options to purchase common stock from current officers, directors or employees of the Parent or any of its Subsidiaries upon the death, disability or termination of employment of such officer, director or employee (at current market value prices to the extent available); (f) the Parent may repurchase shares of its common stock; provided that the aggregate amount used for the purposes permitted under this clause (f) shall not exceed $1,000,000 during the term of this Agreement; (g) the Issuer may make dividend payments to the Parent in the amount necessary for Parent to make payments contemplated by the Merger Documents; (h) any Subsidiary of the Issuer may make dividend payments to the Issuer and any Subsidiary of the Parent that is not a Subsidiary of the Issuer may make dividend payments to the Parent; (i) the Parent may make Restricted Payments (and the Note Parties and other Subsidiaries may make Restricted Payments to the Parent for such purpose) to enable the Parent to avoid the imposition of any entity level tax on the Parent; provided that such Restricted Payments shall be made to the maximum extent possible, from cash dividends, payments on hand and distributions dividends from non-guarantor Subsidiaries; (j) the Parent may make Restricted Payments (x) in an amount sufficient equal to allow Holdings the amount of goodwill of the Issuer and Intermediate Holdco its Subsidiaries that is deducted for U.S. federal income tax purposes by the Parent in any given taxable year and (y) in an amount equal to the aggregate amount of any distributions received by the Parent from its Subsidiaries in any given taxable year, but only to the extent that such distributions are not included in the U.S. federal taxable income of the Parent as a result of the deduction of goodwill of the Issuer and its Subsidiaries; and (k) the Parent and its Subsidiaries may make Restricted Payments to the Parent, the Issuer and their respective Subsidiaries to be used by such Person to the extent necessary to pay expenses any management or similar fee to any Affiliate; provided that (i) no Event of Default has occurred and is continuing or would occur as a result thereof and (ii) such management or similar fee shall be on fair and reasonable terms that, taken as a whole, are not less favorable to the relevant Note Party or Subsidiary, as applicable, as could be obtainable by such Person at the time in a comparable arm’s-length transaction with a Person other than taxes) incurred an Affiliate of the Parent; provided that this Section 6.05 shall not apply to any Deerfield Special Purpose Entity to the extent and so long as compliance by such Person with, or such Person’s agreement to be subject to, the restrictions set forth in this Section 6.05 contravenes or Conflicts with such Person’s Organizational Documents or any Contractual Obligation, in existence on the date hereof, or entered into after the date hereof in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests Requirement of Intermediate Holdco or the Parent or other assets relating Law applicable to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party Person or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedProperties.

Restricted Payments. Declare (a) No Borrower will, nor will it permit any of its subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation except (contingent or otherwisei) the Parent may declare and pay dividends with respect to do soits Equity Interests payable solely in Table of Contents additional shares of its common stock, except that, (ii) so long as no Default shall be continuing, if the Leverage Ratio was 2.00 to 1 or Event of Default shall have occurred and be continuing prior lower as set forth on the most recent Compliance Certificate delivered to or immediately after giving effect the Administrative Agents pursuant to any action described below or would result therefrom: (a) each Subsidiary of Section 5.01(c), the Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registrationrepurchases, public offerings and exchange listing redemptions or other acquisitions of equity or debt securities and maintenance Interests of the same, (iiParent) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) Subordinated Indebtedness in an aggregate amount not to exceed $30,000,000 exceed, in any Fiscal Year fiscal year of the Parent, the sum of (A) of 10% of Net Income for the previous year and (B) Net Proceeds from the issuance of Equity Interests in the Parent during the previous fiscal year, (iii) so long as long asno Default shall be continuing, Parent may repurchase, redeem or otherwise acquire Equity Interests of the Parent in an amount not to exceed (A) $5,000,000 during any fiscal year and (B) $15,000,000 in the aggregate after giving pro forma effect the Effective Date, (iv) Subsidiaries may declare and pay dividends ratably with respect to such dividendtheir Equity Interests and (v) the Parent may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Parent and its Subsidiaries. (b) No Borrower will, nor will it permit any of its subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Subordinated Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Subordinated Indebtedness, except: (i) payment of regularly scheduled interest as and distributionwhen due in respect of any Subordinated Indebtedness, no Event of Default then exists or would arise as a result other than payments prohibited by the subordination provisions thereof, and ; (ii) without limitation as repayments or prepayments of Subordinated Indebtedness permitted by Section 6.06(a)(ii); and (iii) refinancings of Subordinated Indebtedness to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedextent permitted by Section 6.01.

Restricted Payments. Declare Not, and not permit any other Loan Party to, (a) make any dividend or make, directly other distribution in cash or indirectly, any Restricted Payment, or incur any obligation property (contingent or otherwisebut not its own capital stock) to do soany of its equity holders, except that(b) purchase or redeem any of its equity interests or any warrants, options or other rights in respect thereof (other than redemptions on the Closing Date as set forth in the Purchase Agreement (including Exhibit F thereto)), (c) pay any management fees or similar fees to any of its equity holders or any Affiliate thereof, (d) make any redemption, prepayment (whether mandatory or optional), defeasance, repurchase or any other payment in respect of the Second Lien Debt or any Subordinated Debt or (e) set aside funds for any of the foregoing. Notwithstanding the foregoing, (i) any Subsidiary may pay dividends or make other distributions to Borrower or to a domestic Wholly-Owned Subsidiary; (ii) at any time prior to a Holdings Transaction, Borrower may make distributions or advances to Holdings to permit Holdings to pay: (w) federal and state income taxes then due and owing by Holdings or its equity holders (and Holdings may make such tax distributions to its equity holders to pay any such taxes) (A) attributable to the income or operations of Borrower and its Subsidiaries or (B) with respect to roll-over equity as contemplated by the Purchase Agreement not to exceed, with respect to this clause (B), $1,500,000 in the aggregate, (x) reasonable fees for audit, legal and similar administrative services not to exceed $200,000 per Fiscal Year, (y) customary fees to non-officer directors of Holdings who are not Affiliates of Holdings and out-of-pocket expenses to directors or observers of the board of directors of Holdings, and (z) payments permitted by clause (vi) of this Section 7.4; (iii) Borrower may make payments to Sponsor with respect to indemnification obligations so long as no Event of Default then exists or would result therefrom; (iv) Holdings or the Borrower may, in respect of management and other advisory services rendered by Manager to Holdings and its Subsidiaries: (x) in the case of an investment in the equity capital of Holdings or an acquisition or divestiture in which Holdings or one or more of its Subsidiaries is a primary party and with respect to which Manager has provided Holdings or one or more of its Subsidiaries advisory services, pay to Manager (or its designee) a transaction advisory fee (an “Advisory Fee”) equal to 0.75% (or less) of the gross amount of such transaction after the consummation of such transaction pursuant to the Management Agreement, provided that (A) such transaction is permitted under this Agreement and (B) at the time such fee is incurred and at the time such fee is paid, no Event of Default has occurred and is continuing (including after giving pro forma effect to such transaction and the payment of such fee), (y) pay to Manager an annual management fee (a “Management Fee”) equal to 0.75% (or less) of the aggregate amount invested in the equity capital of Holdings by Sponsor and its Investment Affiliates, whether directly or through an Affiliate, pursuant to the Management Agreement, provided that at the time any such payment is made, no Event of Default has occurred and is continuing (including after giving pro forma effect to such payment) and (z) reimburse Manager for the reasonable out-of-pocket expenses incurred by it in connection with the performance of such management and advisory services pursuant to the Management Agreement; provided, however, that in the case of clauses (x) and (y) above, (A) the conditions to payment shall not apply if the payment is to be made in the form of equity of Holdings or proceeds of a contemporaneous equity offering or capital contribution, and (B) in the event that any payment is not made because an Event of Default has occurred and is continuing at the time of the scheduled payment thereof, such fees may be paid in full after all existing Events of Default have been cured or waived; (v) Holdings or the Borrower may redeem or repurchase equity of Holdings or the Borrower, respectively, held by former officers, directors, or employees of Holdings or any of its Subsidiaries following the death or disability of such Person, to the extent Holdings or the Borrower has received net cash proceeds from insurance covering the death or disability of such Person in a dollar amount no less than the dollar amount of such redemption or repurchase; (vi) Holdings, Borrower and/or its Subsidiaries may make other payments or advances to allow any Loan Party to repurchase equity from former directors, officers or employees of any Loan Party, their estates, spouses, or former spouses in connection with the termination of such employee’s employment (or such director’s directorship) not to exceed $4,000,000 in the aggregate or $1,500,000 to any single such Person, and the Loan Parties may make distributions and advances to their parent companies to effect such purchases and/or to make payments on any notes issued in connection with any such repurchase; provided, however, that no Event of Default shall have occurred and be continuing at the time of such distribution (including after giving pro forma effect to such distribution); (vii) any of Holdings, Borrower or Subsidiaries may make repurchases of capital stock of any Loan Party deemed to occur upon the cashless exercise of options or warrants; (viii) in each case to the extent due and payable on a non-accelerated basis and permitted under the applicable subordination provisions thereof, Borrower may make regularly scheduled payments of (A) interest in respect of Second Lien Debt and (B) principal and interest in respect of Subordinated Debt; and (ix) Holdings or the Borrower may redeem or repurchase equity of a Subsidiary of the Borrower to the extent required pursuant to the exercise of a put right by a holder thereof under the agreements listed on Schedule 5.2; provided, however, 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 Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) at the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests time of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings redemption or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses repurchase (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 governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists redemption 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 Payment Conditions are satisfiedrepurchase).

Restricted Payments. Declare or makeThe Borrower will not permit any Consolidated Party to, directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so 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 therefromexcept: (a) each Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to ParentConsolidated Party; (b) to the Parent and each Subsidiary thereof may declare and make dividend payments extent constituting Restricted Payments, transactions permitted by Section 7.1(b)(v), (vi), (vii), (ix) or other distributions payable solely in the common stock (xii), Section 7.4, Section 7.8 or other common Equity Interests of such PersonSection 7.9; (c) Restricted Payments by any Consolidated Parties to the Parent may pay cash dividends, 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); (d) Restricted Payments made to satisfy required payments under Section 6.27 of the Unit Purchase Agreement; (e) scheduled payments by the Borrower of Subordinated Debt or Qualified Preferred Stock not in violation of the subordination provisions contained in the applicable Junior Financing Documentation; (f) Restricted Payments made to repurchase and distributions in redeem all or any portion of the GLK Note (or accreted amount plus accrued interest); (g) Restricted Payments by any Consolidated Party to the Parent not to exceed an amount sufficient necessary to allow Holdings and Intermediate Holdco permit the Parent to pay its interim expenses incurred in connection with any public offering of equity securities the net proceeds of which are specifically intended to be received by or contributed or loaned to the Borrower, which, unless such offering shall have been terminated by the board of directors of the Parent, shall be repaid to the Borrower promptly out of the proceeds of such offering; (h) Restricted Payments by any Consolidated Party to the Parent to pay for corporate, administrative and operating expenses (other than taxesincluding, without limitation, insurance of the Parent) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions business 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 governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 1,000,000 per fiscal year; (i) Restricted Payments by the Borrower to the Parent to the extent necessary to enable the Parent to repurchase Capital Stock (or to make payments on any promissory note issued to repurchase such Capital Stock) from a former or current employee or director (and/or such employee’s or director’s estate, spouse and/or former spouse) of the Parent or any of its Subsidiaries in connection with the termination of such employee’s employment or resignation from the board of directors; provided that such Restricted Payments shall not exceed $2,000,000 in cash during any Fiscal Year as long as, after giving pro forma effect fiscal year plus (1) the unused amount available pursuant to this clause (i) for such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, Restricted Payments from any previous year and (ii2) without limitation as the proceeds of any key-man life insurance maintained by and received by the Parent or any of its Subsidiaries; (j) repurchase of Capital Stock of the Parent deemed to amount if after giving pro forma effect occur upon the non-cash exercise of stock options and warrants; (k) Restricted Payments made with the Net Cash Proceeds of Equity Issuances of the Borrower; (l) refinancings by any OpCo Consolidated Party of the Subordinated Debt and Qualified Preferred Stock permitted by Section 7.1 and Section 7.8; (m) to such distribution, payment or dividendthe extent constituting Restricted Payments, the Payment Conditions are satisfiedloans and payments permitted by clauses (i) and (j) of Section 7.9; and (n) Restricted Payments made on the Closing Date to consummate the Transaction.

Restricted Payments. Declare Holdings will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (i) dividends payable by Holdings solely in interests of any class of its common stock; and (ii) dividends or incur distributions made by any obligation Subsidiary of the Borrower to the Borrower or to another Subsidiary of the Borrower, on at least a pro rata basis with any other shareholders if such Subsidiary is not wholly owned by the Borrower and other wholly owned Subsidiaries of the Borrower; (contingent iii) cash dividends or otherwisedistributions paid on the common equity of the Borrower; provided that (x) to do so, except that, so long as no Default or Event of Default shall have occurred and be continuing prior to at the time such cash dividend or immediately after giving effect to any action described below distribution is paid or would result therefrom: (a) each Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (iiy) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to any such dividend, payment and dividend or distribution, no Event the Total Leverage Ratio of Default then exists or would arise Borrower and its Subsidiaries shall not exceed the lesser of (i) the Total Leverage Ratio required under Section 6.1 as a result thereof, of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered minus 0.25 to 1.00 and (ii) without limitation the Total Leverage Ratio of the Borrower and the Subsidiaries on the Closing Date and (z) the aggregate amount of cash dividends or distributions paid pursuant to this clause (iii) shall not exceed $500,000 in any Fiscal Year (it being agreed that any amount permitted to be paid by the Borrower to Holdings pursuant to this clause (iii) may be concurrently paid by Holdings to the holders of its Capital Stock in a like amount in the form of a cash dividend or distribution by Holdings to such holder or holders); and (iv) cash dividends or distributions paid on the common equity of the Borrower in an amount not to exceed the net cash proceeds of any Excluded Equity Contribution, so long as (A) such cash dividends or distributions are made within 365 days after such Excluded Equity Contribution is made, (B) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (C) such cash dividends or distributions are designated as made with the proceeds of an Excluded Equity Contribution in a certificate to amount if the Administrative Agent from a Responsible Officer of the Borrower on the date incurred (and such certificate shall include a representation from such Responsible Officer that sub-clauses (A), (B) and (D) under this clause (iv) are true and correct) and (D) immediately after giving pro forma effect to such distribution, payment cash dividends or dividenddistributions, the Payment Conditions are satisfiedsum of (1) (x) the Aggregate Revolving Commitment Amount (if any) minus (y) the aggregate principal amount of all Revolving Credit Exposure (if any), plus (2) cash on hand (that is either unencumbered or in Controlled Accounts) of the Loan Parties is at least $7,500,000.

Restricted Payments. Declare The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, declare or make, directly or indirectly, any Restricted Payment, other than, in each case: (a) the payment by the Borrower or incur any obligation Restricted Subsidiary of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration thereof or giving the notice of the redemption, if on the date of declaration or notice the payment would have complied with this Section 6.03 (contingent assuming, in the case of redemption, the giving of the notice would have been deemed to be a Restricted Payment at such time and such deemed Restricted Payment would have been permitted at such time); provided that any Restricted Payment pursuant to this clause (a) shall be deemed to have utilized capacity under the exception that such Restricted Payment would have been permitted to have been made in reliance of at the time of declaration or otherwisenotice of redemption, as applicable; (b) a Restricted Subsidiary may make a dividend or distribution (A) to do sothe Borrower or another Restricted Subsidiary (and, except thatin the case of a Restricted Subsidiary that is not a Wholly Owned Subsidiary, so long to each owner of Equity Interests of such Restricted Subsidiary such that the Borrower or Restricted Subsidiary receives at least its pro rata share of such dividend or distribution) or (B) to the extent required by applicable law, regulation or order, any other Person; (c) the Borrower or a Restricted Subsidiary may declare and pay dividends and other payments solely in Qualified Equity Interests of the Borrower or redeem any of its Equity Interests in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests of the Borrower or through accretion or accumulation of such dividends on such Equity Interests; provided that the issuance of such Equity Interests are not included in any determination of the Available Amount; (d) the Borrower or any Restricted Subsidiary may, in the ordinary course of business, (x) repurchase its equity interests owned by retiring directors, officers or employees of the Borrower and (y) make payments to directors, officers or employees of the Borrower or any of its Restricted Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity or equity-based incentives pursuant to management or other incentive plans or in connection with the death or disability of such employees; (e) the Borrower or any Restricted Subsidiary may, in the ordinary course of business, repurchase restricted equity interests of the Borrower issued as compensation to officers, directors and employees upon the vesting of such restricted equity interests if the Fair Market Value of such repurchased equity interests represent an amount equal to the tax withholding obligations of such officers, directors and employees that result from the vesting of such restricted equity interests; (f) any Restricted Payment made out of the net cash proceeds of the substantially concurrent sale of, or made by exchange for, Qualified Equity Interests or Junior Debt of the same payment and lien priority of any Junior Debt being prepaid or exchanged therefor pursuant to this clause (f) of the Borrower (other than Qualified Equity Interests issued or sold to a Restricted Subsidiary of the Borrower or an employee stock ownership plan or to a trust established by the Borrower or any of its Restricted Subsidiaries for the benefit of their employees) or a substantially concurrent cash capital contribution received by the Borrower from its stockholders; provided that such net cash proceeds are not included in any determination of the Available Amount; (g) payments or distributions to dissenting stockholders of a Person acquired by the Borrower or a Restricted Subsidiary pursuant to an Asset Acquisition permitted by Section 6.02; (h) Restricted Payments in the form of quarterly dividend payments on the Borrower’s common stock not to exceed $0.03 per share; provided that after giving effect thereto no Event of Default or shall have occurred and be continuing; (i) the Borrower may make other Restricted Payments of $60,000,000 in the aggregate, subject to no Event of Default immediately before and immediately after giving pro forma effect thereto; (j) Restricted Payments in an amount not to exceed the portion of the Available Amount on the date of such election that the Borrower elects to apply to this Section 6.03(j); provided that after giving effect thereto on a Pro Forma Basis (i) no Event of Default shall have occurred and be continuing prior and (ii) the Total Leverage Ratio is equal to or immediately after giving effect less than 4.70 to any action described below or would result therefrom: (a) each Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent1.00; (bk) the Parent and each Subsidiary thereof Borrower may declare and make dividend payments or other distributions payable solely in consummate the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related TaxesTender Offers; and (fl) the Parent Borrower may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable make Junior Debt Restricted Payments in respect of the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedInside Maturity Notes.

Restricted Payments. Declare (a) The Borrower will not, and will not permit any of the Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation except that (contingent or otherwisei) the Borrower may declare and pay dividends with respect to do soits Equity Interests payable solely in additional shares of its common stock, except that(ii) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, so 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: (aiii) each Subsidiary of Parent the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Subsidiaries; provided that the aggregate amount of all Restricted Payments made pursuant to this clause (iii) shall not exceed $13,000,000 in the aggregate and (iv) the Borrower may make Restricted Payments that are not permitted by any other Subsidiary or clause of this Section 6.08; provided that the aggregate amount of all Restricted Payments made pursuant to Parent;this clause (iv) shall not exceed $10,000,000 in the aggregate. (b) The Borrower will not, nor will it permit any of the Parent and each Subsidiary thereof may declare and Subsidiaries to, make dividend payments or agree to make, directly or indirectly, any payment or other distributions payable solely distribution (whether in the common stock cash, securities or other common Equity Interests property) in respect of such Personprincipal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancelation or termination of any Indebtedness, except: (i) payment of Indebtedness created under the Loan Documents; (cii) regularly scheduled and other mandatory interest and principal payments as and when due in respect of any Indebtedness; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01, including the payment of customary fees, costs and expenses in connection therewith; (iv) the Parent may pay cash dividends, payments payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) the payment of Indebtedness of any Person acquired by the Borrower or any Subsidiary that exists on the date of such acquisition; provided that such Person becomes a Subsidiary as a result of such acquisition; (vi) (A) prepayments and distributions redemptions of publicly traded Indebtedness of the Borrower outstanding on the date hereof that by its terms matures during calendar year 2003 or 2004 and (B) prepayments and redemptions of publicly traded Indebtedness of the Borrower outstanding on the date hereof that by its terms matures in calendar year 2005 in an aggregate principal amount sufficient of $100,000,000; provided, however, that the Borrower may prepay and redeem an unlimited aggregate principal amount of Indebtedness pursuant to allow Holdings clause (B) above on and Intermediate Holdco after the date on which the Borrower receives aggregate Net Proceeds of $200,000,000 (all of which is used to pay expenses prepay or repurchase publicly traded Indebtedness pursuant to the terms of this Agreement) in connection with (other than taxes1) incurred in the ordinary course of businesssales, provided thattransfers, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent leases or other dispositions of assets relating of the Borrower or any Subsidiary pursuant to the Equity Interests of such Intermediate Holdco or the ParentSection 6.06(e) and (f), 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, (2) issuances of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the ParentBorrower or any Subsidiary and (3) refinancings of publicly traded Indebtedness of the Borrower outstanding on the date hereof that matures in calendar year 2005; (dvii) prepayments and redemptions of Indebtedness of the Parent Borrower or any Subsidiary with proceeds of any issuance and sale of common stock of the Borrower; (viii) exchanges of common stock of the Borrower for Indebtedness of the Borrower or any Subsidiary; and (ix) other prepayments and redemptions of Indebtedness of the Borrower or any Subsidiary not permitted by any other clause of this Section; provided that the aggregate principal amount of Indebtedness prepaid or redeemed pursuant to this clause (ix) may pay cash dividends, payments and distributions not exceed $75,000,000 in an amount sufficient the aggregate until the date on which the Borrower receives aggregate Net Proceeds of $200,000,000 (all of which is used to cover reasonable and necessary expenses (including professional fees and expensesprepay or repurchase publicly traded Indebtedness pursuant to the terms of this Agreement) (other than taxes) incurred by Holdings in connection with (i1) registrationsales, public offerings and exchange listing transfers, leases or other dispositions of equity or debt securities and maintenance assets of the sameBorrower or any Subsidiary, pursuant to Section 6.06(e) and (f), (ii2) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules issuances of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; Borrower or any Subsidiary and (e3) refinancings of publicly traded Indebtedness of the Parent may payBorrower outstanding on the date hereof that matures in calendar year 2005, without duplication, cash dividends, payments and distributions (A) after which date the aggregate principal amount of Indebtedness prepaid or redeemed pursuant to the Tax Sharing Agreement and this clause (Bix) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 100,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedaggregate.

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default 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) (i) each Subsidiary of Parent may make Restricted Payments to any other Loan Party and (ii) each Subsidiary or that is not a Loan Party may make Restricted Payments to Parentanother Subsidiary that is not a Loan Party; (b) the Parent Borrower and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests Qualified Capital Stock of such Person; (c) the Parent Borrower may pay make (i) any payment of cash dividendsin lieu of a fractional share in accordance with the terms of any indenture governing Convertible Bond Indebtedness and (ii) subject to any subordination provisions applicable thereto, regularly scheduled interest payments as and distributions when due in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses accordance with the terms of any indenture governing Convertible Bond Indebtedness; (other than taxesi) incurred in the ordinary course Borrower may make cashless repurchases of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests deemed to occur upon exercise of stock options or warrants of such Equity Interests to represent a portion of the exercise price of such options or warrants and (ii) to the extent constituting a Restricted Payment, the Borrower may acquire (or withhold) its Equity Interests pursuant to any employee stock option or similar plan in satisfaction of withholding or similar taxes payable by any present or former officer, employee, director or member of management and the Parent; (d) the Parent Borrower 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 make deemed repurchases in connection with (i) registration, public offerings and exchange listing the exercise 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 governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxesoptions; and (fi) the Parent Borrower may pay cash dividends(x) make the RP Royalty PaymentPayments on a quarterly basis to the 2020 RP Buyer and the 2021 RP Buyer pursuant to Section 6.2(a) of 2021 RP Royalty Purchase Agreement, (y) make the Omers Royalty Payments on a quarterly basis to the Omers Buyer pursuant to Section 6.2(a) of the Omers Royalty FinancingPurchase Agreement and (y) make any other payments to the applicable Buyer required to be made under the 2020 RP Royalty Financing Documents as in effect on the date hereof and distributions Amendment No. 1 Effective Date (and excluding any payments, the obligation of which to Intermediate Holdco for distribution make has been replaced by an obligation to Holdingsmake such payment pursuant to the 2021 RP Royalty Financing Documents as in effect on the Amendment No. 1 Effective Date), to enable the Holdings to pay cash dividends 2021 RP Royalty Financing Documents as in effect on the Amendment No. 1 Effective Date and repurchase its Equity Interests (i) the OMERS Royalty Financing Documents as in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, on the Amendment No. 1 Effective Date and (ii) without limitation as subject to amount if after giving pro forma effect to such distribution, payment or dividendthe Royalty Financing Restrictions, the Payment Conditions are satisfiedBorrower may pay any revenue participation payment owing to the purchaser or buyer under any Other Royalty Financing Document pursuant to any comparable section in such Other Royalty Financing Document.

Restricted Payments. Declare The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or, except as to delivery of a notice of redemption of the Preferred Stock, agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or incur make any obligation (contingent or otherwise) distribution of its Property to do soits Equity Interest holders, except that(i) the Borrower may declare and pay dividends with respect to its Equity Interests (other than the Preferred Stock) payable solely in additional shares of its common stock (other than Disqualified Capital Stock), so long as no Default or Event of Default shall have occurred (ii) Subsidiaries may declare and be continuing prior pay dividends ratably with respect to or immediately after giving effect to any action described below or would result therefrom: their Equity Interests, (aiii) each Subsidiary of Parent the Borrower may make Restricted Payments pursuant to any and in accordance with stock option plans or other Subsidiary benefit plans for management or to Parent; employees of the Borrower and its Subsidiaries, (biv) the Parent Borrower may redeem part or all of its Preferred Stock strictly through the issuance of common stock upon the exercise by the holder of any Preferred Stock of the Borrower of the right to convert such Preferred Stock to common stock of the Borrower or through the issuance of new preferred stock with no cash payments, except as provided in clause (v) of this Section 9.04(a), and each Subsidiary thereof (v) the Borrower may (A) declare and make dividend payments or other distributions payable solely pay in cash the common stock or other common Equity Interests dividends specified in Section 3.1 of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course Series D Certificate of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent Designations with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement Preferred Stock and (B) redeem for cash part or all of the Preferred Stock pursuant to pay Section 4.1 of the Series D Certificate of Designations (a Restricted Payment of the type described in subclause (A) or permit Holdings (B) of this clause (v), a "Preferred Stock Restricted Payment"); provided, however, that the Borrower will not declare or Intermediate Holdco to pay any Related Taxes; and make a Preferred Stock Restricted Payment if (fx) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable amount of such Preferred Stock Restricted Payment taken together with the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to of all other Preferred Stock Restricted Payments made by the Borrower in the same fiscal year would exceed $30,000,000 in any Fiscal Year as long as15,000,000, after giving pro forma effect or (y) the Borrower has a Borrowing Base Utilization Percentage greater than 75.0% on the day that the Borrower proposes to declare or make such dividend, payment and distribution, no Event of Default 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 Payment Conditions are satisfiedPreferred Stock Restricted Payment.

Restricted Payments. Declare The Borrower shall not declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or incur permit any obligation (contingent or otherwise) of the Restricted Subsidiaries so to do sodo, except thatthat (i) the Borrower or any of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities payable solely in additional shares of such equity securities, so long as (ii) any of the Restricted Subsidiaries may declare and pay dividends with respect to its equity securities to the Borrower or any of the other Restricted Subsidiaries, (iii) the Borrower may make, and agree to make, payments on account of liabilities described in clause (vi) of the definition of “Indebtedness” contained herein and permitted by Section 7.1 , (iv) the Borrower may declare and pay dividends with respect to its preferred equity securities, (v) if at the time thereof and immediately after giving effect thereto 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 Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) continuing, the Parent and each Subsidiary thereof Borrower may declare and make dividend pay, and agree to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments or other distributions payable solely on account of subordinated Indebtedness described in clause (iii) of the common stock or other definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower may repurchase common Equity Interests or common stock options from present or former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such Person; (c) the Parent may pay cash dividendsofficer, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings director or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco employee or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay terms of any stock option plan or permit Holdings or Intermediate Holdco to pay any Related Taxeslike agreement; and (f) provided , however, that the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount of payments under this clause (vii) shall not to exceed $30,000,000 2,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event fiscal year of Default 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 Payment Conditions are satisfiedBorrower.

Restricted Payments. Declare The Borrower will not, and will not permit NCH or makeany Subsidiary of the Borrower to, directly or indirectly, make any Restricted PaymentPayments, or incur any obligation (contingent or otherwise) to do so, except that, so 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 therefromexcept: (a) each Subsidiary subject to the subordination provisions relating thereto, NCH may make regularly scheduled payments of Parent interest accrued on any Subordinated Debt if and to the extent (but only if and to the extent) permitted by the express terms of the Subordinated Debt Documents governing such Subordinated Debt, which terms have been expressly approved in writing by the Administrative Agent; (b) if and to the extent that NCH has incurred Subordinated Debt, all or a portion of the proceeds of which are contributed by NCH to the Borrower as additional equity capital of the Borrower, the Borrower may declare and pay dividends to NCH in an amount not to exceed the amount necessary to allow NCH to pay interest accrued on the portion of such Subordinated Debt the proceeds of which have been contributed to the Borrower, in accordance with its terms; (c) Subsidiaries of the Borrower may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the ParentBorrower; (d) the Parent Borrower and its Subsidiaries may make temporary loans or advances to employees, officers and directors of the Loan Parties in the ordinary course of business that do not exceed $1,000,000 in aggregate amount at any time outstanding; and (e) the Borrower may pay cash dividendsdividends to NCH, payments and distributions NCH may pay dividends to NCI, in each case in an amount sufficient to cover reasonable and necessary expenses pay the interest accrued on the Senior Notes which is payable in cash substantially concurrently with the dates upon which such interest is due; provided, however, that no Restricted Payments may be made pursuant to clause (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 samea), (iib) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) preceding if a Default exists at the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to time of such dividend, payment and distribution, no Event of Default then exists Restricted Payment 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 Payment Conditions are satisfiedtherefrom.

Restricted Payments. Declare The Parent shall not, and shall not permit any of its Subsidiaries to, declare or make, directly or indirectly, make any Restricted Payment; provided, or incur any obligation (contingent or otherwise) to do sohowever, except that, that the Parent and its Subsidiaries may declare and make the following Restricted Payments so 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 Subsidiary the Borrower may declare and pay cash distributions to the Parent and other holders of partnership interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent to distribute, and the Parent may make Restricted Payments so distribute, cash dividends to any other Subsidiary its shareholders in an aggregate amount not to exceed the greater of (i) the amount required to be distributed for the Parent to remain in compliance with Section 7.13. or to Parent(ii) 95.0% of Funds From Operations; (b) the Parent and each Subsidiary thereof Borrower may declare and make dividend payments or pay cash distributions to the Parent and other distributions payable solely holders of partnership interests in the common stock Borrower to the extent necessary for (x) the Parent to make, and the Parent may make, cash distributions to its shareholders to the extent necessary to avoid payment of taxes imposed under Sections 857(b)(1) and 4981 of the Internal Revenue Code and (y) the Parent to pay any taxes imposed under Sections 857(b)(3), (4), (5), (6) or other common Equity Interests (7) of such Personthe Internal Revenue Code; (c) the Parent Parent, the Borrower or any Subsidiary may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than acquire the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parenta Subsidiary that is not a Wholly Owned Subsidiary; (d) the Parent a Subsidiary that is not a Wholly Owned Subsidiary may pay make 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 holders 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 governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of issued by such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the ParentSubsidiary; (e) the Parent Subsidiaries may pay, without duplication, cash dividends, payments and distributions (A) pursuant pay Restricted Payments to the Tax Sharing Agreement and (B) to pay Parent, the Borrower or permit Holdings or Intermediate Holdco to pay any Related Taxesother Subsidiary; and (f) the Parent or the Borrower may pay cash dividendsmake open market purchases of the issued and outstanding common stock of the Parent, payments and the Borrower may make distributions to Intermediate Holdco the Parent for distribution the purpose of making the purchases permitted by this clause. Notwithstanding the foregoing, but subject to Holdingsthe following sentence, if a Default or Event of Default exists, (x) the Borrower may only declare and make cash distributions to enable the Holdings Parent and other holders of partnership interests in the Borrower with respect to pay cash dividends any fiscal year to the extent necessary for the Parent to distribute, and repurchase its Equity Interests (i) in the Parent may so distribute, an aggregate amount not to exceed $30,000,000 the minimum amount necessary for the Parent to remain in any Fiscal Year as long as, after giving pro forma effect compliance with Section 7.13. and (y) the Borrower and the Parent may make distributions referred to such dividend, payment and distribution, no in the immediately preceding clause (b). If a Default or Event of Default then exists specified in Section 10.1.(a), Section 10.1.(b), Section 10.1.(f) or would arise Section 10.1.(g) shall exist, or if as a result thereofof the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 10.2.(a), the Parent shall not, and (ii) without limitation as shall not permit any Subsidiary to, make any Restricted Payments to amount if after giving pro forma effect any Person other than to such distribution, payment the Parent or dividend, the Payment Conditions are satisfiedany Subsidiary.

Restricted Payments. Declare The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower and its Restricted Subsidiaries may declare, make, agree to pay and agree to make Restricted Payments pursuant to and in accordance with stock option plans or incur any obligation other benefit plans for directors, management, employees or consultants of the Borrower and its Restricted Subsidiaries, (contingent or otherwised) the Borrower may make Restricted Payments to do soLIC and its subsidiaries to the extent necessary to pay principal and interest when due in respect of the Indebtedness of LIC and its subsidiaries, except thatprovided that after giving pro forma effect to such Restricted Payment, so long as no Default shall have occurred and be continuing, and (e) the Borrower may make Restricted Payments to LIC and its 509265-1754-14343-Active.16873744.13 subsidiaries to pay any taxes that are due and payable by the Borrower and its Restricted Subsidiaries to LIC or Event of its subsidiaries in accordance with the tax liability allocation and indemnification agreement between the Borrower and LIC. Notwithstanding the foregoing, the Borrower and its Restricted Subsidiaries shall be permitted to declare and make and agree to pay and pay a Restricted Payment, provided that after giving pro forma effect to such Restricted Payment, (i) no 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 Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as the Consolidated Leverage Ratio shall be less than or equal to amount if after giving pro forma effect 3.50 to such distribution, payment or dividend, the Payment Conditions are satisfied1.00.

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default 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 Subsidiary of Parent the Borrower may make Restricted Payments to the Borrower, the Guarantors (other than Holdings) and any other Person that owns an Equity Interest in such Subsidiary or of the Borrower, ratably according to Parenttheir respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Parent Borrower and each Subsidiary thereof of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;; and (c) the payment of the Transaction Costs shall be permitted; (d) cashless repurchases or withholding of Equity Interests deemed to occur upon exercise of stock options or warrants, or the vesting of restricted stock (including restricted stock units) to the extent that such Equity Interests represent a portion of the exercise price of, or withholding obligation with respect to, such options or warrants, or restricted stock and any related payment in respect of such obligation, shall be permitted; (e) with respect to any Tax Period that Borrower is a member of a group filing consolidated, combined or unitary federal, state or local income tax returns of which it is not the common parent, the Borrower may make Restricted Payments to Holdings, and Holdings may make Restricted Payments to any Parent, in an amount equal to the lesser of (A) the federal, state and local income tax obligations of the Borrower and its Subsidiaries (as the case may be) determined as if the Borrower filed a tax return on a stand alone basis for itself and any of its Subsidiaries as if it were the Parent of a consolidated group and (B) the total federal, state and local income tax obligations of the consolidated group of which the Borrower is a member; (f) the Borrower may pay cash dividendsdividends to Holdings, payments and distributions Holdings may pay cash dividends to any Parent, in an amount sufficient to allow Holdings and Intermediate Holdco (i) any Parent to pay expenses (other than taxes) incurred in the ordinary course of businesspurchase, provided thatredeem, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco otherwise acquire or the Parent or other assets relating to retire for value the Equity Interests of such Intermediate Holdco Parent held by any future, present or the Parent)former director, such cash dividendsofficer, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional sharemember of management, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating employee or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance consultant of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party Borrower or any of their Subsidiaries, and its Subsidiaries (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent)estate, such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfied.heirs,

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (i) each Restricted Subsidiary of MLP Parent may, and may incur obligations to, make Restricted Payments (directly or indirectly) to MLP Parent or to any other Restricted Subsidiary of MLP Parent; (ii) each Consolidated Party may, and may incur obligations to, declare and make Restricted Payments payable solely in, and by the issuance of, the Equity Interests of such Person; (iii) MLP Parent or any Restricted Subsidiary thereof may, and may incur obligations to, make offsets against and acquisitions of Equity Interests of MLP Parent in satisfaction of customary indemnification and purchase price adjustment obligations owed to MLP Parent or its Restricted Subsidiaries under acquisition arrangements in which Equity Interests of MLP Parent were issued as consideration for the Acquisition, provided that the only consideration exchanged by any Consolidated Party in connection with any such Acquisition is the relief, satisfaction or waiver of claims of such Consolidated Party under such acquisition arrangements; and (iv) so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to at the time of any action described below or would result therefrom:: 4161-8074-0173.23 ​ ​ ​ (aA) each Subsidiary MLP Parent may, and may incur obligations to, purchase, redeem or otherwise acquire its Equity Interests with the proceeds received from the substantially concurrent issue of new units of the Equity Interests of MLP Parent; (B) MLP Parent may, and may incur obligations to, make Restricted Payments to its general and limited partners to be used by such Person (or, if applicable, distributed by such Person to its respective partners or members) to pay consolidated, combined or similar federal, state and local Taxes payable by any other Subsidiary such Person and directly attributable to (or to Parentarising as a result of) the operations of MLP Parent and its Restricted Subsidiaries; (bC) the Parent and each any Company Entity or any Restricted Subsidiary thereof may, and may declare and incur obligations to, make dividend payments or other distributions payable solely Restricted Payments, in the common stock Ordinary Course of Business, to MLP General Partner to (A) reimburse MLP General Partner for reasonable and customary administrative or other common Equity Interests operating expenses of such Persona Company Entity or its Restricted Subsidiaries incurred by MLP General Partner, and (B) permit MLP General Partner to pay franchise fees or similar Taxes and fees required to maintain its existence; (cD) the MLP Parent may, and may pay cash dividendsincur obligations to, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course purchase, repurchase, retire or otherwise acquire or retire for value units of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests (A) held by any present or former director, officer, member of management or employee of any Company Entity, or any Restricted Subsidiary of any Company Entity, in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings accordance with repurchase rights or obligations established 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 governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiariessuch Equity Interests, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (AB) pursuant to the Tax Sharing Agreement terms of any incentive, benefit, compensation, employee or restricted equity interest purchase plan, equity interests option plan or other employee benefit or equity based compensation plan established by MLP Parent or any other Company Entity or its Restricted Subsidiaries; provided that the aggregate amount of all such Restricted Payments made pursuant to this Section 15.4(f)(iv)(D) shall not exceed $15,000,000 in any Fiscal Year, except that any portion of such amount which is not made as a Restricted Payment during any Fiscal Year may be carried forward to successive Fiscal Years and added to such amount; (BE) to pay MLP Parent may, and may incur obligations to, make Restricted Payments consisting of the cashless exercise of options or permit Holdings warrants in connection with customary and reasonable employee compensation, incentive, or Intermediate Holdco to pay any Related Taxesother benefit programs; and (fF) the MLP Parent may, and may pay cash dividendsincur obligations to, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount make other Restricted Payments not to exceed $30,000,000 in any Fiscal Year as long as, otherwise permitted above; provided that immediately after giving pro forma effect to such dividendRestricted Payment, payment the sum of (A) cash on hand in Restricted Accounts of the Company Entities and distribution, no Event their Restricted Subsidiaries plus (B) Availability shall be at least equal to the sum of Default (x) the greater of (1) (a) 20% of the Aggregate Borrowing Base then exists or would arise as a result thereof, in effect at any time that the Refinery Asset Borrowing Base Component is greater than $0 and (iib) without limitation 15% of the Aggregate Borrowing Base then in effect at any time that the Refinery Asset Borrowing Base Component is equal to $0 and (2) $77,000,000 (which amount is subject to increase as to provided in Section 1.4 of the ABL Credit Agreement) plus (y) the amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfied.of FILO Loans outstanding. 4161-8074-0173.23 ​ ​ ​

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default 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 Subsidiary of Parent may make Restricted Payments to the Borrower, any Subsidiaries of the Borrower that are Guarantors and any other Subsidiary or Person that owns a direct Equity Interest in such Subsidiary, ratably according to Parenttheir respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Parent Borrower and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests (other than Disqualified Equity Interests) of such Person; (c) except to the Parent extent the Net Cash Proceeds thereof are required to be applied to the prepayment of the Loans pursuant to Section 2.05(b)(iii), the Borrower and each Subsidiary may pay cash dividendspurchase, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses redeem or otherwise acquire its Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Disqualified Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the ParentInterests), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreementso long as no Default exists, the Notes Indenture Borrower may purchase, redeem or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the otherwise acquire for cash Equity Interests of Intermediate Holdco the Borrower from officers, directors or employees of the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments Borrower 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 its Subsidiaries in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parentan aggregate amount not exceeding $1,000,000 during any fiscal year; (e) the Parent Axxxxx Warrant (as defined in the Acquisition Agreement) may pay, without duplication, cash dividends, payments and distributions be exercised for the Merger Consideration (Aas defined in the Acquisition Agreement) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxesin accordance with its terms; and (f) the Parent Borrower may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to (i) declare or pay cash dividends and repurchase to its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, stockholders and (ii) without limitation as to amount if purchase, redeem or otherwise acquire for cash Equity Interests of the Borrower; provided that (A) no Default shall have occurred and be continuing, and after giving pro forma effect to such distribution, payment or dividendRestricted Payment on a Pro Forma Basis the Borrower shall be in compliance with Section 7.11 and (B) after giving effect to such Restricted Payment on a Pro Forma Basis, the Payment Conditions are satisfiedConsolidated Leverage Ratio shall not exceed 2.00:1.00; provided that this clause (B) shall not apply with respect to up to an aggregate of $50,000,000 of Restricted Payments under this Section 7.06(f) after the Closing Date.

Restricted Payments. Declare The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may declare, make, agree to pay and agree to make Restricted Payments pursuant to and in accordance with stock option plans or incur other benefit plans for directors, management, employees or consultants of the Borrower and its Subsidiaries, (d) the Borrower may make Restricted Payments to LMC or its subsidiaries to the extent necessary to pay principal and interest when due in respect of the Indebtedness of LMC and its subsidiaries allocated to the Liberty Media Interactive tracking stock or any obligation (contingent or otherwise) comparable successor thereto, provided that after giving pro forma effect to do sosuch Restricted Payment, except that, so long as no Default shall have occurred and be continuing, (e) the Borrower may make Restricted Payments to LMC or Event of its subsidiaries to pay any taxes that are due and payable by the Borrower and its Subsidiaries to LMC or its subsidiaries in accordance with the Tax Liability Allocation and Indemnification Agreement between the Borrower and LMC and (f) the Borrower may make Restricted Payments used solely to fund Specified Loan Purchases and “Specified Loan Purchases” under and as defined in the JPMorgan Credit Agreement. Notwithstanding the foregoing, the Borrower and its Subsidiaries shall be permitted to declare and make and agree to pay and pay a Restricted Payment, provided that after giving pro forma effect to such Restricted Payment, (i) no 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 Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as the Consolidated Leverage Ratio shall be less than or equal to amount if (x) 3.50 to 1.00 for any Restricted Payment made on or prior to March 30, 2010, (y) 3.25 to 1.00 for any Restricted Payment made on or after giving pro forma effect March 31, 2010 and on or prior to such distributionXxxxx 00, payment 0000 xx (x) 3.00 to 1.00 for any Restricted Payment made on or dividendafter March 31, the Payment Conditions are satisfied2011.

Restricted Payments. Declare The Borrower will not, nor will it permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so 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 therefromexcept: (a) each Subsidiary of Parent The Borrower may declare and pay dividends or make other Restricted Payments with respect to any its Equity Interests payable solely in additional Equity Interests (other Subsidiary or to Parentthan Disqualified Equity); (b) Subsidiaries other than the Parent and each Subsidiary thereof Borrower may declare and (i) make dividend payments dividends or other distributions payable solely to their respective equityholders with respect to their Equity Interests (which distributions shall be (x) made on at least a ratable basis to any such equityholders that are Loan Parties and (y) in the common stock case of a Subsidiary that is not a Wholly-Owned Subsidiary, made on at least a ratable basis to any such equityholders that are the Borrower or a Subsidiary), (ii) make other common Equity Interests of such PersonRestricted Payments to the Borrower or any Subsidiary Guarantor (either directly or indirectly through one or more Subsidiaries that are not Loan Parties) and (iii) make any Restricted Payments that the Borrower would have otherwise been permitted to make pursuant to this Section 6.08; (c) the Parent Borrower may pay cash dividends, payments make Restricted Payments pursuant to and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent accordance with stock option plans or other assets relating to benefit plans for management or employees of the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments Borrower and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the ParentSubsidiaries; (d) the Parent Borrower 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 repurchase Equity Interests upon the exercise of equity stock options or debt securities and maintenance warrants if such Equity Interests represent a portion of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests exercise price of such Intermediate Holdco options or warrants or with the Parent), such cash dividends, payments and distributions made by proceeds received from 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, substantially concurrent issue of such expenses incurred by Holdings solely relating or allocable to its new Equity Interests in the ParentInterests; (e) the Parent Borrower and its Subsidiaries may paymake any other Restricted Payment so long as prior to making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto (i) no Event of Default has occurred and is continuing, without duplication, cash dividends, payments (ii) the Total Net Leverage Ratio does not exceed 2.25 to 1.00; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) [reserved]; (j) other Restricted Payments in an amount not to exceed the Available Amount so long as prior to making such Restricted Payments and distributions immediately after giving effect (Aincluding giving effect on a pro forma basis) pursuant to the Tax Sharing Agreement thereto (i) no Event of Default has occurred and is continuing and (Bii) the Total Net Leverage Ratio does not exceed 4.00 to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes1.00; and (fk) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) other Restricted Payments in an aggregate amount not to exceed $30,000,000 10,000,000 in any Fiscal Year fiscal year of the Borrower so long as long as, prior to making such Restricted Payments and immediately after giving effect (including giving effect on a pro forma effect to such dividend, payment and distribution, basis) thereto no Event of Default then exists or would arise as a result thereof, has occurred and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedis continuing.

Restricted Payments. Declare The Parent will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, during any calendar month, any Restricted Payment, except that any of the following Restricted Payments are permitted: (a) Restricted Payments by the Parent required to comply with Section 5.15(e) and to otherwise avoid the payment of any income and/or excise taxes imposed under the Code, however there shall not be any implied requirement that the Parent utilize the dividend deferral options in Section 857(b)(9) or incur any obligation Section 858(a) of the Code, (contingent or otherwiseb) to do so, except that, so long as provided 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 Subsidiary of Parent may make is then in existence, Restricted Payments made by the Borrower and/or Parent to its respective equity holders in the form of dividends or distributions, other than special distributions of extraordinary non-recurring income, (c) Restricted Payments declared and paid by Subsidiaries to Borrower, Parent and/or any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely and, in the common case of a Subsidiary that is not a wholly owned Subsidiary, distributions to any Person entitled to such distributions made by such Subsidiary ratably in accordance with the interest held by such Person or otherwise as may be required pursuant to the organizational documents of such Subsidiary) with respect to their capital stock or other common Equity Interests of such Person; equity interest, (cd) the Parent may pay cash dividends, payments and distributions in an amount sufficient Restricted Payments pursuant to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred any employee or director equity or stock option plan entered into in the ordinary course of business, provided that(e) Restricted Payments of the type described in clause (a) declared and paid by any Subsidiary intended to be treated as a REIT under the Code with respect to such Subsidiary’s REIT status and taxation, if Holdings or Intermediate Holdco shall own any material assets and (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made f) Restricted Payments by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to for the reasonable and proportional shareredemption or retirement, as determined by in full or in part, of the Parent preferred equity issued under the 2018 Preferred Documents” (o) Schedule 2.01 of the Existing Credit Agreement is hereby deleted in its reasonable discretion, of such expenses incurred by Holdings entirety and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent;replaced with Schedule 2.01 attached hereto and made a part hereof. (dp) 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 Exhibit B of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent Existing Credit Agreement is hereby deleted in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments entirety and distributions (A) pursuant to the Tax Sharing Agreement replaced with Exhibit B attached hereto and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as made a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfiedpart hereof.

Restricted Payments. Declare REIT, the Parent and the Borrower will not, and will not permit any of their Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, during any calendar quarter, any Restricted Payment, or incur except that any obligation of the following Restricted Payments are permitted: (contingent or otherwisea) Restricted Payments by REIT required to do socomply with Section 5.16(b), except that, (b) so long as no Default or Event of Default shall then exist, Restricted Payments declared and paid ratably by Subsidiaries to Borrower, Parent or REIT with respect to their capital stock or equity interest, (c) so long as no Default or Event of Default shall then exist, Restricted Payments declared and paid ratably (i) by Borrower to Parent (and then by Parent to REIT) and to Glenborough Purchaser (except that Glenborough Purchaser shall not receive any repayment of its Invested Capital (as defined in the LLC Agreement) until the Obligations have occurred been repaid in full) with respect to its capital stock or equity interest and be continuing prior (ii) by REIT to its shareholders with respective to their capital stock or immediately after giving effect equity interest so long as the aggregate amount of Restricted Payments paid pursuant to any action described below or would result therefrom: (a) each Subsidiary and (c) (without double counting for distributions by Borrower to Parent, by Parent to REIT, or by REIT to its shareholders) does not exceed 100% of Parent may make the REITs Adjusted Funds From Operations, or (d) or any other Restricted Payments if the making of them has been approved by the prior written consent of the Required Lenders." 13. The first sentence of Section 6.10 (Management; Management Fees) shall be amended (as last amended in the Letter Amendment dated as of July 9, 2013) to read as follows: "The Credit Parties shall not replace Glenborough Advisor as advisor or Glenborough Property Manager as the property manager on any other Subsidiary Mortgaged Property or to Parent;Approved Property without the Agent's prior written consent, which consent may be given or not given in the Agent's sole discretion." 14. Borrowers have informed Agent and Lenders that (a) an Affiliate of Lead Borrower currently owns property known as Osceola Village located in Kissimmee, Florida of which a portion will be released soon from its current CMBS mortgage and (b) it is anticipated that Lead Borrower may provide a loan to the Parent Affiliate for the construction of a Pep Boys facility, which loan will be evidenced by a promissory note and each Subsidiary thereof may declare secured by a mortgage from that affiliate. Contemporaneously with the making of that loan Lead Borrower shall pledge the promissory note, the mortgage and make dividend payments or other distributions payable solely any related documents to Agent as additional security for the repayment of the Obligations. Lead Borrower shall keep Agent informed about the status of these matters and shall cooperate with Agent (at Borrower's expense) in connection with the common stock or other common Equity Interests documentation and related matters. 15. KeyBank National Association is currently holding approximately $2,000,000 (the "Willow Run Pledged Funds") in a cash collateral account that has been pledged to Agent pursuant to a Cash Collateral Pledge And Security Agreement dated as of such Person;October 31, 2013 (the "Willow Run Pledge Agreement"). After the execution and closing of this Second Amendment Agent shall release to Borrower the Willow Run Pledged Funds at which time the Willow Run Pledge Agreement shall terminate. (c) the Parent may pay cash dividends, payments 16. The Credit Parties jointly and distributions in an amount sufficient to allow Holdings and Intermediate Holdco severally agree to pay expenses (to Agent the attorneys' fees of Agent's counsel in connection with this Amendment and with other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets matters relating to the Equity Interests Loans that have accrued prior hereto on or before even date. 17. The execution of such Intermediate Holdco or the Parent)this Amendment and all related documents have been duly authorized by all necessary shareholder, such cash dividendsdirector, payments partnership, member, manager, trustee and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance beneficiary action. The representatives of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, Credit Parties signing below have been duly authorized to sign this Agreement. This Agreement, the Notes Indenture Loan Documents, and all related documents are valid, binding and enforceable obligations of the Credit Parties. 18. Litigation is currently pending against some of the Credit Parties as listed on Exhibit A to this Amendment. However, there are no actions, suits or proceedings by or before any other agreement arbitrator or instrument relating Governmental Authority pending against or, to Indebtedness the best of the Credit Parties' knowledge, threatened against or affecting any Loan Credit Party or any of their Subsidiaries, the Borrower's Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings adversely determined, could reasonably be expected, individually or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdingsaggregate, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists have a Material Adverse Effect or would arise as a result thereof, and (ii) without limitation that involve this Agreement or the Transactions. Any costs, expenses and liabilities incurred by Agent and Lenders relating thereto shall be included in the indemnification provisions set forth in Section 9.03 of the Credit Agreement. 19. Defined terms used herein that are not defined herein shall have the same meanings as to amount if after giving pro forma effect to set forth in the Forbearance Agreement or in the Credit Agreement (as defined in the Forbearance Agreement). 20. Except as otherwise set forth in this Amendment, each of Credit Parties hereby warrants that all of the representations and warranties contained in the Forbearance Agreement are true and correct as of the date hereof and that no default has occurred and is continuing and would result by the execution of this Amendment which constitutes a default under the Forbearance Agreement or the Loan Documents or would constitute such distribution, payment a default but for the requirement that notice be given or dividendtime lapse or both. 21. Except as modified hereby, the Payment Conditions are satisfiedForbearance Agreement shall remain in full force and effect and is in all other respects ratified and affirmed. 22. This Amendment may be executed and delivered in counterparts, each of which shall be deemed an original and all of which together shall constitute one document.

Restricted Payments. Declare The Borrower will not, nor will the Borrower permit any of its Subsidiaries to, declare or make, directly or indirectly, any (i) Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so 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 therefromexcept: (a) each Subsidiary the Borrower or any of Parent its Subsidiaries may declare and pay or make Restricted Payments Capital Distributions that are payable solely in additional shares of its common stock (or warrants, options or other rights to any other Subsidiary or to Parentacquire additional shares of its common stock); (bi) any Subsidiary of the Parent and each Subsidiary thereof Borrower may declare and pay or make dividend payments Capital Distributions to the Borrower or any other distributions payable solely Subsidiary, as applicable (provided, (A) in the common stock or other common case of a Restricted Payment by a non-wholly owned Subsidiary of the Borrower, to each owner of Equity Interests of such PersonSubsidiary based on their relative ownership interests and (B) in the case of a Restricted Payment by any Subsidiary Guarantor, such Restricted Payment may be made only to the Borrower or any Subsidiary Guarantor) and (ii) to the extent constituting a Restricted Payment, the Borrower and its Subsidiaries may make Investments permitted by Section 7.05; (c) the Parent Borrower may, or may pay cash dividends, payments and make Restricted Payments or other distributions in an amount sufficient to allow Holdings and or any Intermediate Holdco in the amount required for such entity (or any Parent Entity) to (i) make any payment under the Indemnification Agreement or to pay customary fees and operating expenses (including those respect to accounting, legal, director, corporate reporting and similar administrative functions, but excluding the payment of interest and fees in respect of Indebtedness of Holdings, any Intermediate Holdco or any Parent Entity of Holdings) and to pay other customary fees, and expenses necessary to maintain its corporate existence and franchises plus any actual, reasonable and customary indemnification claims made by directors or officers of Holdings, any Intermediate Holdco or any Parent Entity of Holdings, (ii) to pay franchise taxes, (iii) to pay fees and expenses (other than taxesto Affiliates) incurred in the ordinary course related to any unsuccessful equity issuance or offering or debt issuance, incurrence or offering, Disposition or acquisition, Investment or other transaction permitted by this Agreement, (iv) to pay customary salary, bonus and other benefits payable to officers, employees and consultants of businessHoldings, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the any Parent or other assets relating Entity of Holdings to the Equity Interests extent such salaries, bonuses and other benefits are attributable solely to the ownership or operation of such Intermediate Holdco the Borrower and its Subsidiaries; and (v) that necessary to consummate the Transactions or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco proceeds of which shall be limited to distributed in connection with the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the ParentTransactions; (d) the Parent Borrower may pay cash dividends, payments and make Restricted Payments or other distributions in the amount required for Holdings, any Intermediate Holdco (or any Parent Entity) to (A) pay Taxes owing by it, the Borrower and any Subsidiary of the Borrower as part of a consolidated group, (B) unless a Default or Event of Default has occurred and is continuing or would result therefrom, effect the repurchase, redemption, acquisition, cancellation or other retirement for value of the Equity Interests in Holdings (or any Parent Entity) or its Subsidiaries or to effect the termination of options to purchase Equity Interests of Holdings (or any Parent Entity), in each instance, held by any employee or owner of an amount sufficient to cover reasonable Affiliated Dental Practice, a former or current directors, officers, consultants, managers and necessary expenses employees (including professional fees or their estates, spouses or former spouses successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any Parent Entity) or its Subsidiaries and expenses(C) pay Taxes of such directors, officers, consultants, managers and employees (other than taxesor their estates, spouses or former spouses successors, executors, administrators, heirs, legatees or distributees) incurred by Holdings in connection with any such repurchase, redemption, acquisition, cancellation or other retirement for value referred to in clause (B) above; provided that, the aggregate amount of all cash paid pursuant to clauses (B) and (C) above in any calendar year does not exceed the sum of (i) registration$3.5 million, public offerings and exchange listing of equity or debt securities and maintenance of the same, plus (ii) reporting obligations underall Net Cash Proceeds obtained by the Borrower during such calendar year from the sale of such Equity Interests to other present or former officers, or consultants, employees and directors in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, permitted compensation and incentive arrangements plus (iii) indemnification and reimbursement all net cash proceeds obtained from any key-man life insurance policies received during such calendar year; notwithstanding the foregoing, 100% of directors, officers and employees the unused amount of payments in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfied.this

Restricted Payments. Declare or make(a) The Parent shall not, directly or indirectlyand shall not permit any of its Subsidiaries to, effect any Restricted PaymentPayment of the type described in clause (b) or (c) of the definition of Restricted Payment unless (x) immediately before and immediately thereafter, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default or Event of Default shall have occurred exists, and be continuing (y)(i) such Restricted Payment consists of the acquisition by the Borrower or a Subsidiary of the Borrower of common stock or other equivalent common Equity Interests of a Subsidiary or (ii) in the case of any other Restricted Payment, (A) the ratio described in Section 9.1.(b) of this Agreement equals or exceeds 1.50 to 1.00 and (B) Total Indebtedness of the Parent and all Subsidiaries determined on a consolidated basis immediately prior to or immediately after giving effect to any action described below such Restricted Payment equals or would result therefrom: (a) each Subsidiary exceeds Total Indebtedness of the Parent may make Restricted Payments to any other Subsidiary or to Parent;and all Subsidiaries determined on a consolidated basis immediately thereafter. (b) Prior to January 1, 2010, the Parent shall not, and each Subsidiary thereof may shall not permit the Borrower to, declare and make dividend payments or other distributions payable solely in the pay dividends on its respective common stock or other equivalent common Equity Interests (excluding any Preferred Equity Interest convertible into common stock or other equivalent common Equity Interest until so converted); provided, that the Borrower may pay cash dividends to the Parent and other holders of such Person; (c) partnership interests in the Borrower with respect to any fiscal year ending prior to January 1, 2010 to the extent necessary for the Parent to distribute, and the Parent may pay so distribute, cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable dividends to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) shareholders in an aggregate amount not to exceed $30,000,000 the amount required to be distributed for the Parent to remain in any Fiscal Year as long ascompliance with Section 7.14. (c) Notwithstanding the immediately preceding subsections, after giving pro forma effect to such dividend, payment and distribution, no if a Default or Event of Default then exists exists, the Parent shall not, and shall not permit any of its Subsidiaries to, declare or would arise make any Restricted Payment except (x) to the Parent or any Subsidiary, (y) any Subsidiary of the Borrower that is not a Wholly Owned Subsidiary may make Restricted Payments to the extent required by the organizational documents of such Subsidiary and (z) the Borrower may pay cash dividends to the Parent and other holders of partnership interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent to distribute, and the Parent may so distribute, cash dividends to its shareholders in an aggregate amount not to exceed the amount required to be distributed for the Parent to remain in compliance with Section 7.14. (d) Notwithstanding the immediately preceding subsections, if a Default or Event of Default specified in Section 10.1.(a), Section 10.1.(b), Section 10.1.(f) or Section 10.1.(g) shall exist, or if as a result thereofof the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 10.2.(a), the Parent shall not, and shall not permit any Subsidiary to, make any Restricted Payments to any Person other than to the Parent or any Subsidiary. (iig) without limitation Section 10.1.(e)(i) of the Credit Agreement is restated in its entirety as to amount if after giving pro forma effect to such distribution, payment or dividendfollows: (i) The Parent, the Payment Conditions are satisfied.Borrower, any other Subsidiary or any other Loan Party shall fail to pay when due and payable, within any applicable grace or cure period, the principal of, or interest on, any Indebtedness (other than the Loans and Reimbursement Obligations, Indebtedness in respect of Derivatives Contracts and Nonrecourse Indebtedness of any Subsidiary that is an Acquired Mezzanine Debt Entity) having an aggregate outstanding principal amount of $25,000,000 or more (or $150,000,000 or more in the case of Nonrecourse Indebtedness) (all such Indebtedness being referred to as “Material Indebtedness”);

Restricted Payments. Declare The Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to at the time of any action described below or would result therefrom:therefrom (such absence of a Default being applicable only to (a) through (d) below): (a) each Subsidiary of Parent may make Restricted Payments to the Borrower, the Guarantors and any other Subsidiary or Person that owns an Equity Interest in such Subsidiary, ratably according to Parenttheir respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Parent Borrower and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent Borrower and each Subsidiary may pay cash dividendspurchase, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings redeem or Intermediate Holdco shall own any material assets (other than the otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of Intermediate Holdco or the Parent new shares of its common stock or other assets relating to the common Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the ParentInterests; (d) so long as the Borrower is a limited liability company or other pass-through entity for tax purposes, the Borrower may declare and make Restricted Payments to the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (the other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing holders 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 governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the ParentBorrower in an amount consistent with past practice and not to exceed the tax distribution amounts required to be made pursuant to Section 4.4 of the Third Amended and Restated Limited Liability Company Agreement of the Borrower as in effect on the Closing Date without giving effect to any amendments thereto after the Closing Date; (e) the Borrower may perform its obligations (including making cash payments and/or deliveries of the Parent’s common stock) under Derivatives Linked to Parent may payCommon Stock, so long as the Parent is substantially simultaneously performing substantially the same obligations (but without duplication, regard to whether in cash dividends, payments and distributions (A) or pursuant to the Tax Sharing Agreement and (Bdelivery of its common stock) under the related Derivatives Linked to pay or permit Holdings or Intermediate Holdco to pay any Related TaxesParent Common Stock; and (f) the Borrower may purchase any Convertible Mirror Notes Hxxxxx and make cash payments and/or deliveries of the Parent’s common stock upon conversion of Convertible Mirror Notes pursuant to the terms of the Convertible Mirror Notes Documents, so long as the Parent may pay is substantially simultaneously making cash dividendspayments and/or deliveries of its common stock under the related Convertible Notes pursuant to the terms of the Convertible Notes Documents; provided that the foregoing shall not limit the making of any Restricted Payment if, payments at the time of making of such Restricted Payment, and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect thereto (including to such dividend, payment and distributionany Indebtedness incurred in connection therewith), no Event of Default then exists has occurred and is continuing, or would arise as a result thereoftherefrom, and (ii) without limitation as the Consolidated Leverage Ratio is less than 1.25 to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfied1.00.

Restricted Payments. Declare (a) The Borrower will not, and will not permit or makecause any of the Subsidiary Guarantors to, directly or indirectly, declare or make any Restricted Paymentdividend payment, or incur make any obligation (contingent other distribution of cash, property or otherwise) assets, in respect of any of its Capital Stock or any warrants, rights or options to do soacquire its Capital Stock, or purchase, redeem, retire or otherwise acquire for value any shares of its Capital Stock or any warrants, rights or options to acquire its Capital Stock, or set aside funds for any of the foregoing, except that, so 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 Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (bi) the Parent Borrower and each any of the Subsidiary thereof Guarantors may declare and make dividend payments or other distributions payable solely in the its common stock or other common Equity Interests of such Personstock; (cii) each Wholly Owned Subsidiary of the Parent Borrower may pay cash dividends, declare and make dividend payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating distributions to the Equity Interests Borrower or to another Wholly Owned Subsidiary of such Intermediate Holdco or the Parent)Borrower, such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited in each case to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, extent not prohibited under applicable Requirements of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the ParentLaw; (diii) each non-Wholly Owned Subsidiary may declare and make dividend payments to the Parent may pay cash dividends, payments Borrower and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (the other than taxes) incurred by Holdings in connection with equity holders thereof so long as (i) registration, public offerings such dividend payments are not prohibited under applicable Requirements of Law and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations underApollo Medical Management, Inc. (or another Subsidiary Guarantor of the Borrower that directly owns such non-Wholly Owned Subsidiary) receives at least its proportionate share of each such dividend payments based upon its relative holding of the Capital Stock in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or selfsuch non-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related TaxesWholly Owned Subsidiary; and (fiv) the Parent Borrower and its Subsidiaries may pay cash dividends, payments purchase shares of their Capital Stock as permitted by Schedule 7.6(a)(iv) if (A) no Default or Event of Default then exists and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (iB)(I) in an aggregate amount that shall not to exceed $30,000,000 50,000 from the Closing Date until such time as the Borrower delivers its financial statements pursuant to Section 5.1(a) for its fiscal quarter ended in December 2015 and, thereafter, (II) in any Fiscal Year amount as long asas the Borrower shall be in compliance with the financial covenants set forth in Article VI, before and after giving effect to any such payment, calculated on a pro forma effect to basis as if any such dividendpayment was made at the beginning of the calculation period for each such applicable financial covenant. (b) The Borrower will not, and will not permit any of the Subsidiary Guarantors to, make any payment and distribution, in respect of any Contingent Purchase Price Obligations (whether or not such Contingent Purchase Price Obligations constitute Indebtedness) unless (i) no Default or Event of Default then exists has occurred and is continuing or would arise as a result thereof, therefrom and (ii) without limitation as to amount if immediately after giving pro forma effect to such distribution, payment or dividendpayment, the Payment Conditions are satisfiedBorrower is in compliance with the financial covenants contained in Article VI, such compliance determined with regard to calculations made on a pro forma basis for the Reference Period most recently ended, calculated in accordance with GAAP as if such payment had been made on the last day of such Reference Period, and the Lender has received a certificate of a Financial Officer of the Borrower to such effect.

Restricted Payments. Declare or make, The Loan Parties will not directly or indirectlyindirectly declare, order, pay, make or set apart any sum for any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, Payment except that: (A) The Company may make payments with respect to the $150,000 aggregate principal amount of Junior Subordinated Notes outstanding as of the date hereof as required in accordance with the terms thereof, but only to the extent required by and subject to the subordination provisions in the Junior Subordinated Notes and only so long as no Default or Event of Default shall have occurred and be continuing. (B) The Company may make payments with respect to the Subordinated Guarantees as required in accordance with the terms thereof, but only to the extent required by and subject to the subordination provisions contained in the Subordinated Guarantees or otherwise as approved by the Agent. (C) So long as no Default or Event of Default shall have occurred and be continuing prior and to the extent that no Default or immediately Event of Default would result after giving effect thereto and so long as Unused Availability (after giving effect to such payment) for all Borrowers in the aggregate exceeds $1,000,000, each Borrower may make Restricted Payments with respect to its common stock to the extent necessary to permit the Company to pay its obligations to the extent permitted to be paid under subsection 8.9(A) and (B) above under the Subordinated Guarantees; and (D) So long as (i) no Default with respect to the payment of the Company's Obligations hereunder and (ii) Unused Availability plus cash and other current assets held by the Borrowers in the aggregate exceeds $1,000,000 after giving effect to such payment, the Borrowers shall make Restricted Payments to the Company in such amounts and at such times as shall be necessary to enable the Company to make payments required of it under the Fourth Amended and Restated Capital Appreciation Rights Agreement which payments are made at the request of the holders of the Fourth Amended and Restated Capital Appreciation Rights Agreement. (E) Each Borrower and WQD may make Restricted Payments to the Company in amounts equal to its pro rata contribution to the Company's consolidated net taxable income (calculated after giving effect to any action described below loss carryforward or would result therefrom:tax credits) as a percentage of the Company's consolidated net income taxes for each tax period. (aF) each Subsidiary of Parent The Company may make Restricted Payments payments with respect to any other Subsidiary the Subordinated Notes and the Seller Subordinated Notes as required in accordance with the terms thereof, but only to the extent required by and subject to the subordination provisions contained in such notes or to Parent;otherwise as approved by the Agent. (bG) So long as no Default or Event of Default shall have occurred, upon receipt of net proceeds from the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common New Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions Contribution in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other not less than taxes) incurred in $9.50 million, the ordinary course Company may prepay the outstanding principal amount of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent Subordinated Notes together with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings costs and expenses paid 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 governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) prepayment in an aggregate amount not equal to exceed $30,000,000 8.16 million; PROVIDED that at least $1.34 million of such net proceeds shall be applied to reduce the outstanding Revolving Loans and the Company may prepay any additional principal amount of Subordinated Notes with the net proceeds (after the payment in any Fiscal Year as long as, after giving pro forma effect full of all Indebtedness relating thereto) of the sale of the King Air aircraft identified in clause (e) of the definition of "Asset Disposition". (H) Cusco may pay a management fee to such dividend, payment the Company of up to $25,000 per month and distribution, no Event WQMC may pay a management fee to the Company of Default then exists or would arise as a result thereof, and (ii) without limitation as up to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfied$141,500 per month.

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests or accept any capital contributions, except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to at the time of any action described below or would result therefrom: (a) each Subsidiary of Parent may make Restricted Payments to (i) Borrower and (ii) any other Subsidiary or to ParentSubsidiaries of Borrower that are Guarantors; (b) the Parent Borrower and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions Restricted Payments by any Loan Party or its Subsidiary to any other Loan Party in an amount sufficient necessary to allow Holdings fund federal and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating state income taxes attributable to the Equity Interests taxable income of such Intermediate Holdco or Loan Party for the Parent), sole purpose of funding such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parenttax payments; (d) the Parent Borrower may pay cash dividends, payments issue 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 governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the sell its common Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the ParentInterests; (e) the Parent Borrower may payissue preferred Equity Interests; provided, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent that such preferred equity 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 not (i) require the payment of any dividends (other than dividends payable solely in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long asshares of Borrower’s common stock or additional Borrower’s preferred stock meeting the requirements of this Section 7.06(e)), after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation mature or be mandatorily redeemable or subject to mandatory repurchase or redemption or repurchase, in each case in whole or in part and whether upon the occurrence of any event, pursuant to a sinking fund obligation on a fixed date or otherwise (including as the result of a failure to amount if after giving pro forma effect to such distributionmaintain or achieve any financial performance standards) or (c) be convertible or exchangeable, payment automatically or dividendat the option of any holder thereof, into any Indebtedness or other assets, other than Borrower’s common stock or additional Borrower’s preferred stock meeting the Payment Conditions are satisfiedrequirements of this Section 7.06(e)).

Restricted Payments. Declare The Borrowers will not, and will not permit any of their Subsidiaries to, declare or make, directly or indirectly, pay any Restricted PaymentPayments (other than dividends or distributions payable solely in its Equity Interests (other than Disqualified Equity Interests)), or incur any obligation provided that the Borrowers and their respective Subsidiaries may pay dividends if (contingent or otherwisex) to do soimmediately before and after paying such dividend, except that, so long as no (1) Default or (2) 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: and (a) each Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (by) the Parent and Debt to Equity Ratio of each Subsidiary thereof may declare and make dividend payments Borrower is less than or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient equal to allow Holdings and Intermediate Holdco 7.00 to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence (other than subclause (x)(2) in the proviso thereto) shall not apply to such dividend, payment and distribution, no Event any of Default then exists or would arise the following items so long as a result thereof, and (ii) without limitation as to amount if the Borrowers are in compliance with Section 6.03 after giving pro forma effect thereto: (i) each Borrower may (or may pay dividends to permit any direct or indirect parent thereof to) redeem in whole or in part any of its Equity Interests for another class of its (or such parent’s) Equity Interests (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests (other than Disqualified Equity Interests), provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby; (ii) each Borrower may make quarterly restricted payments to the equity holders of such Borrower, for any taxable year ending after the date hereof for which such Borrower is a partnership or disregarded entity for U.S. federal income tax purposes, to fund the income tax liabilities of the direct or indirect (as applicable) equity holders of such Borrower that are attributable to the taxable income of such Borrower, in an aggregate annual amount assumed to equal the product of (x) the taxable income of such Borrower for such taxable year (computed, for the avoidance of doubt, for any taxable year for which such Borrower is a disregarded entity as if such Borrower were a partnership) reduced by any taxable loss of such Borrower with respect to any taxable year ending after the date hereof (computed, for the avoidance of doubt, for any taxable year for which such Borrower is a disregarded entity as if such Borrower were a partnership) to the extent that such taxable loss (a) has not previously been used to offset taxable income of such Borrower pursuant to this clause (x) and (b) is of a character that would permit such loss to be deducted against such taxable income for the taxable year in question and (y) the highest combined marginal federal and applicable state and/or local income tax rate (taking into account the character of the taxable income in question (e.g., long term capital gain, qualified dividend income, etc.), with respect to such distributionincome, payment and the deductibility, if any, of any state or local income taxes for federal income tax purposes) applicable to any direct or indirect (as applicable) equity holder of such Borrower; (iii) each Borrower or any of its Subsidiaries may (i) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof 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 (iv) any Subsidiary may pay dividends to its direct parent; provided that if any such dividends are paid by a non-Wholly-Owned Subsidiary, such dividends shall be made ratably based on the Payment Conditions equity xxxxxx’s interests therein (or any other amount more favorable to a Borrower), provided, further, that if the proceeds of any outstanding Loans or Letters of Credit have been used for an Investment in such non- Wholly-Owned Subsidiary, any cash dividends paid to such parent shall be applied to prepay such Loans or cash collateralize such Letters of Credit if no Loans are satisfiedoutstanding, at the option of the Administrative Agent, without application of Section 3.12 or at the end of the next Interest Period(s).

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default 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 Subsidiary of Parent the Borrower may make Restricted Payments to the Borrower, the Guarantors (other than Holdings) and any other Person that owns an Equity Interest in such Subsidiary or of the Borrower, ratably according to Parenttheir respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Parent Borrower and each Subsidiary thereof of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;; and (c) the payment of the Transaction Costs shall be permitted; (d) cashless repurchases or withholding of Equity Interests deemed to occur upon exercise of stock options or warrants, or the vesting of restricted stock (including restricted stock units) to the extent that such Equity Interests represent a portion of the exercise price of, or withholding obligation with respect to, such options or warrants, or restricted stock and any related payment in respect of such obligation, shall be permitted; (e) with respect to any Tax Period that Borrower is a member of a group filing consolidated, combined or unitary federal, state or local income tax returns of which it is not the common parent, the Borrower may make Restricted Payments to Holdings, and Holdings may make Restricted Payments to any Parent, in an amount equal to the lesser of (A) the federal, state and local income tax obligations of the Borrower and its Subsidiaries (as the case may be) determined as if the Borrower filed a tax return on a stand alone basis for itself and any of its Subsidiaries as if it were the Parent of a consolidated group and (B) the total federal, state and local income tax obligations of the consolidated group of which the Borrower is a member; (f) the Borrower may pay cash dividendsdividends to Holdings, payments and distributions Holdings may pay cash dividends to any Parent, in an amount sufficient to allow (i) any Parent to purchase, redeem, or otherwise acquire or retire for value the Equity Interests of such Parent held by any future, present or former director, officer, member of management, employee or consultant of the Borrower or any of its Subsidiaries (or the estate, heirs, family members, spouse or former spouse of any of the foregoing) or (ii) any Parent to make loans or advances to any future, present or former director, officer, member of management, employee or consultant of Holdings or any of its Subsidiaries (or the estate, heirs, family members, spouse or former spouse of any of the foregoing) in connection with the exercise of stock options of such Parent; provided that the aggregate amount of Restricted Payments made under this clause (f) does not exceed $2,500,000 in any calendar year or $5,000,000 in any calendar year if the Consolidated Leverage Ratio is less than or equal to 3.50:1.00 (with unused amounts in any calendar year being carried over to the two succeeding calendar years); and Intermediate Holdco provided further that such amount in any calendar year may be increased by an amount not to pay expenses exceed (i) (A) the cash proceeds from the sale of Equity Interests (other than taxesDisqualified Capital Stock) to directors, officers, members of management, employees or consultants of the Borrower or of its Subsidiaries (or the estate, heirs, family members, spouse or former spouse of any of the foregoing) that occurs after the Closing Date plus (B) any cash proceeds paid in such calendar year in connection with the exercise of stock options of any Parent by any future, present or former director, officer, member of management, employee or consultant (or the estate, heirs, family members, spouse or former spouse of any of the foregoing), which are distributed to the Borrower or its Subsidiaries, less (ii) the amount of such proceeds previously applied pursuant to this clause (f); and (g) the Borrower may make Restricted Payments to Holdings, and Holdings may make Restricted Payments to any Parent: (i) the proceeds of which shall be used to (A) pay operating expenses of any Parent, the Borrower and its Subsidiaries 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, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 1,500,000 in any Fiscal Year fiscal year plus any reasonable and customary indemnification claims made by directors, officers, members of management, employees or consultants of any Parent attributable to the ownership or operations of Holdings, the Borrower and its Subsidiaries and (B) pay franchise or similar taxes and other similar fees, taxes and expenses required to maintain any Parent’s corporate existence; (ii) the proceeds of which shall be used to pay fees and expenses (other than to Affiliates) related to any Equity Issuance or Debt Issuance permitted by this Agreement (whether consummated or not); (iii) the proceeds of which shall be 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 Equity Interests of any Parent, the Borrower or its Subsidiaries; provided that any such cash payment shall not be for the purpose of evading the limitations set forth in this Section 8.06 (as long asdetermined in good faith by the board of directors of the Borrower or Subsidiary (or any authorized committee thereof)); (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of any Parent to the extent such salaries, bonuses and other benefits are directly attributable and reasonably allocated to the operations of Holdings and its Subsidiaries; (v) the proceeds of which shall be used to pay interest, at the scheduled payment dates for such interest, on the PIK Notes outstanding at the Closing Date, at the rate specified in the PIK Notes Indenture as in effect on the Closing Date, but only to the extent that such interest payments are required to be paid in cash pursuant to the terms of the PIK Notes Indenture as in effect on the Closing Date; and (vi) the proceeds of which shall be used at any time within 90 days after giving pro forma effect Closing Date to such dividendrepay Indebtedness of Holdings or any Parent existing on the date hereof in an aggregate amount not to exceed $142,426,000. (h) the Borrower may make additional Restricted Payments to Holdings, payment and distribution, Holdings may make additional Restricted Payments to the holders of its Equity Interests; provided that (i) no Default or Event of Default then exists at the time of any such dividend or distribution or would arise as a result thereofexist immediately after giving effect thereto, and (ii) without limitation as the Consolidated Leverage Ratio is less than or equal to 3.50:1.00 and (iii) the aggregate amount if after giving pro forma effect of dividends and other distributions made pursuant to such distribution, payment or dividend, the Payment Conditions are satisfiedthis clause (h) shall not exceed $20,000,000.

Restricted Payments. Declare The Borrower will not, and will not permit any Subsidiary (other than NMTC Subsidiaries to the extent not reasonably expected to result in a Material Adverse Effect) to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so 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 therefromexcept: (a) each the Borrower may declare and pay dividends and other distributions with respect to its Equity Interests payable solely in perpetual common Equity Interests; (i) any Subsidiary of Parent may declare and make Restricted Payments to the Borrower or any other Subsidiary or to Parent; Guarantor, and (bii) the Parent and each any Excluded Subsidiary thereof may declare and make dividend payments pay Restricted Payments to the Borrower or other distributions payable solely in the common stock or other common Equity Interests of such Personany Subsidiary; (c) the Parent any Subsidiary that is not a wholly-owned Subsidiary may declare and pay cash dividends, payments and distributions in an amount sufficient dividends to allow Holdings and Intermediate Holdco to pay expenses its equity holders generally so long as the Borrower (other than taxes) incurred or a Subsidiary thereof which owns the equity interests in the ordinary course Subsidiary paying such dividend) receives at least its proportional share thereof (based upon its relative holding of business, provided thatthe equity interests in the Subsidiary paying such dividend and taking into account the relative preferences, if Holdings or Intermediate Holdco shall own any material assets (other than any, of the various classes of Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of issued by such Intermediate Holdco or the ParentSubsidiary), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Borrower or any Subsidiary may declare and pay Restricted Payments to the Parent may pay cash dividendsin cash, 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 provided that (i) registrationthe Parent shall use the proceeds of each such Restricted Payment to pay a regularly scheduled cash payment of interest on indebtedness permitted by Section 7.1(f), public offerings and exchange listing of equity Section 7.1(g) or debt securities and maintenance of the sameSection 7.1(p), (ii) reporting no such Restricted Payment shall be made before the date that is 30 days prior to the due date (without giving effect to any grace period) of such regularly scheduled cash interest payment, (iii) no such Restricted Payment shall, when aggregated with all other Restricted Payments made pursuant to this Section 7.8(d) with respect to any such regularly scheduled cash interest payment, exceed the amount of such regularly scheduled cash interest payment, and (iv) immediately before and immediately after giving effect thereto, no Default shall or would existfrom the proceeds of dividends or distributions received by the Borrower or a Subsidiary from LV Bridge (including indirectly through other Liberty Subsidiaries) to satisfy GCI’s obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreementrespect to, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the ParentCharter Exchangeable Debentures; (e) the Parent Borrower may pay, without duplication, declare and pay Restricted Payments in cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement Parent in an amount that, during any fiscal year, would not exceed the portion of the income taxes payable by the ParentGCI in such fiscal year attributable to the Borrower and, its Subsidiaries and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; andthe Liberty Subsidiaries; (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfied.[reserved];

Restricted Payments. Declare Borrower shall not and shall not permit any Subsidiary to, (a) make any distribution or makedividend (other than stock dividends), directly whether in cash or indirectlyotherwise, to any Restricted Paymentof its equityholders, (b) purchase or redeem any of its equity interests or any warrants, options or other rights in respect thereof, (c) pay any management fees or similar fees to any of its equityholders or any Affiliate thereof, (d) fund payments with respect to payment in kind interest, deferred interest or other form of capitalized interest, or incur prepay the principal of, premium, if any, or cause any obligation redemption, conversion, exchange, purchase, retirement, defeasance, sinking fund or any other payment in respect of the Subordinated Debt or any other subordinated debt of the Borrower, or (contingent e) set aside funds for any of the foregoing. Notwithstanding the foregoing, (aa) Subsidiaries of the Borrower may make dividends or otherwiseother distributions to any Borrower, and (bb) to do so, except that, so long as no Event of Default or Unmatured Event of Default exists or would result therefrom, non Wholly-Owned Subsidiaries of the Borrower may make dividends or such other distributions to the Borrower and any other holder of equity interests in such Subsidiary so long as such dividends or other distributions are made to the Borrower and such other holder(s) of such equity interest pro rata based upon the Borrower's and such other holder(s) percentage ownership interest in such Subsidiary, provided, however, that if for any consecutive twelve (12) month period such dividends or other distributions received by Borrower exceed $400,000 in the aggregate, then any such dividend income in excess of $400,000 shall be paid to the Bank and applied to the Loans pursuant to Sections 2.1(c) and 2.2(d), (cc) Borrower may make regularly scheduled payments of principal and cash interest in respect of the Subordinated Debt to the extent permitted by the terms of the Intercreditor Agreement, (dd) Borrower may fund the payment of payment in kind interest, deferred interest or other form of capitalized interest owing under the terms of the Subordinated Debt Documents as in effect as of the Restatement Date, provided that (x) any such payments shall be limited to not more than the interest accrued and owing for the immediately preceding four (4) fiscal quarters of Borrower and (y) no Event of Default or Unmatured Event of Default shall have occurred then exist or otherwise be caused as a result of any such payment, (ee) so long as no Event of Default or Unmatured Event of Default exists or would result therefrom, Integrity Media may declare and be continuing prior pay dividends to, or fund the redemption of its Capital Securities in an amount not to or immediately exceed $3,000,000 in the aggregate during the term of this Agreement, provided that, (i) after giving effect to any action described below such dividend or would result therefrom: (a) each Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividendsredemption, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other Revolving Loan Availability shall not be less than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof2,000,000, and (ii) without limitation $1,500,000 in the aggregate of such dividends and redemptions shall not be declared or paid on or before January 8, 2006, and (ff) so long as to no Event of Default or Unmatured Event of Default shall then exist or otherwise be caused as a result therefrom, on or after July 8, 2008, Integrity Media may repurchase its Capital Securities from any of its officers and directors, or their assigns, estates or heirs upon the death, disability, retirement or termination of employment of such Persons, provided that (i) the aggregate amount if of consideration paid in cash for such repurchases shall not exceed $1,000,000, (ii) after giving pro forma effect to any such distributionrepurchase, payment or dividendRevolving Loan Availability shall not be less than $2,000,000, (iii) any non-cash consideration paid with respect to such repurchases shall be subordinated to the Payment Conditions are satisfiedObligations in both form and substance satisfactory to the Bank, and (iv) the repurchase price per share for any such repurchases shall not exceed the per share redemption price set forth in the Integrity Stockholder Agreement (as in effect on the Restatement Date).

Restricted Payments. Declare or make, directly or indirectly, Make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so 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 Subsidiary of Parent may make Restricted Payments to the Borrower or any other Subsidiary or and to Parentany other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Parent Borrower and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent Borrower and each Subsidiary may pay cash dividendspurchase, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings redeem or Intermediate Holdco shall own any material assets (other than the otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of Intermediate Holdco or the Parent or other assets relating to the new common Equity Interests or with the proceeds of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parentany substantially concurrent equity contribution; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent[reserved]; (e) the Parent any Person may pay, without duplication, cash dividends, payments and distributions make Restricted Payments to minority shareholders of any Subsidiary that is acquired pursuant to a Permitted Acquisition or similar Investment permitted by Section 7.03 (Aother than 7.03(m)) pursuant to the Tax Sharing Agreement and (B) appraisal or dissenters’ rights with respect to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; andshares of such Subsidiary held by such shareholders; (f) the Parent any Person may pay make non-cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its repurchases of Equity Interests deemed to occur upon exercise of options or warrants if such Equity Interests represent all or a portion of the exercise price of such options or warrants; (g) the Borrower and its Subsidiaries may make Restricted Payments not otherwise permitted under this Section 7.06; provided that, with respect to each Restricted Payment made pursuant to this Section 7.06(g), (i) after giving pro forma effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Restricted Payment, the Borrower and its Subsidiaries shall be in an compliance, on a pro forma basis, with a Consolidated Leverage Ratio of 2.002.25:1.00 for as of the last day of the Measurement Period most recently ended on or prior to the date of such Restricted Payment is made; (h) [reserved]; (i) the Borrower and each Subsidiary may make additional Restricted Payments in an; provided that the aggregate amount not to exceed $30,000,000 50,000,000of all such Restricted Payments made pursuant to this Section 7.06(i) outstanding at the time of such Restricted Payment shall not exceed (i) the greater of (x) $100,000,000 and (y) 25.0% of Consolidated EBITDA for the Measurement Period most recently ended on or prior to the date such Restricted Payment is made minus (iii) the amount of all Investments made pursuant to Section 7.03(p) minus (iiiii) the amount of all prepayments, redemptions, purchases, defeasances or other satisfactions of Junior Financings by the Borrower and its Subsidiaries made pursuant to Section 7.15(c); (j) the Borrower may make cash payments in any Fiscal Year lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (k) so long as long as, after giving pro forma effect to such dividend, payment and distribution, no Default or Event of Default then exists has occurred, is continuing or would arise as a result thereoftherefrom, the Borrower may redeem, acquire, retire or repurchase (including through the issuance of promissory notes by the Borrower or any other Loan Party) its Equity Interests (or any options or warrants or stock appreciation or similar rights issued with respect to any of such Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of the Borrower and its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation or similar 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 all cash and Cash Equivalents paid in respect of all such Equity Interests (or any options or warrants or stock appreciation or similar rights issued with respect to any of such Equity Interests) so redeemed, acquired, retired or repurchased in any calendar year does not exceed the sum of (i) the greater of (A) $10,000,000 and (B) 2.5% of Consolidated EBITDA for the Measurement Period most recently ended on or prior to the date such Restricted Payment is made plus (ii) without limitation as all Net Cash Proceeds obtained by the Borrower during such calendar year from the sale of such Equity Interests to other present or former managers, officers, consultants, employees and directors in connection with any permitted compensation and incentive arrangements plus (iii) all Net Cash Proceeds obtained from any key-man life insurance policies received during such calendar year; and (l) the Borrower may make Restricted Payments in an amount if after giving pro forma effect equal to withholding or similar Taxes payable or expected to be payable by any present or former employee, director, manager or consultant (or their respective Affiliates, estates or immediate family members) in connection with the exercise of stock options and the vesting of restricted stock and may redeem, acquire, retire or repurchase (including through deemed repurchases) its Equity Interests from such distribution, payment or dividend, the Payment Conditions are satisfiedPersons; provided that all payments made under this clause (l) shall not exceed $25,000,00050,000,000 in any fiscal year.

Restricted Payments. Declare or makeEach of the Loan Parties will not, directly or indirectlyand will not permit any of its Subsidiaries to, make any Restricted PaymentPayments, or incur any obligation (contingent or otherwise) to do so, except that, so 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 therefromexcept: (a) each Subsidiary of Parent subject to the subordination provisions relating thereto, (i) the Borrower may make Restricted Payments regularly scheduled payments of interest accrued on any Permitted Subordinated Debt and may pay principal of Permitted Subordinated Debt if and to any other Subsidiary or the extent (but only if and to Parentthe extent) permitted by the express terms of the Subordinated Debt Documents governing such Permitted Subordinated Debt, which terms have been expressly approved in writing by the Agent and (ii) Subsidiaries of the Borrower may make payments of principal and interest accrued on subordinated intercompany Debt which is permitted to be incurred in accordance with Section 9.1(c) if and to the extent (but only if and to the extent) that such payments are permitted by the terms of the documents governing such subordinated intercompany Debt, which terms have been expressly approved in writing by the Agent; (b) Subsidiaries of the Parent and each Subsidiary thereof Borrower owned by the Borrower may declare and make dividend payments or other distributions payable solely in pay dividends to the common stock or other common Equity Interests of such PersonBorrower to the extent permitted by applicable law; (c) Subsidiaries of the Parent Borrower owned by Subsidiaries of the Borrower may declare and pay cash dividends, payments and distributions in an amount sufficient dividends to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating their parent Subsidiaries to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made extent permitted by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parentapplicable law; (d) the Parent Borrower 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 purchase shares of equity or debt securities and maintenance Dynamex Common Stock from employees of the same, (ii) reporting obligations under, Borrower or in connection with compliance with, applicable laws or applicable rules its Subsidiaries upon the termination of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness employment of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor)employees, provided that, if Holdings or Intermediate Holdco that the amount paid therefor shall own any material assets (other than not exceed the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests fair market value of such Intermediate Holdco or the Parent), such cash dividends, payments shares to be purchased and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests not exceed $100,000 in the Parentaggregate during any fiscal year; (e) the Parent Borrower may pay, without duplication, cash dividends, payments declare and distributions (A) pursuant pay dividends to its shareholders during any fiscal year in an aggregate amount not to exceed 25% of Net Income during the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxesimmediately preceding fiscal year; and (f) the Parent Borrower and its Subsidiaries may pay cash dividendsmake Loans to any officer, payments and distributions to Intermediate Holdco for distribution to Holdingsdirector or shareholder of the Borrower or any of its Subsidiaries (other than a shareholder consisting of the Borrower or a Subsidiary of the Borrower) which, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) when aggregated with all such other loans, do not exceed $200,000 in an aggregate amount not at any time outstanding; provided, however, that no Restricted Payments may be made pursuant to exceed $30,000,000 in any Fiscal Year as long asclauses (a), after giving pro forma effect to (d) or (e) preceding if a Default exists at the time of such dividend, payment and distribution, no Event of Default then exists Restricted Payment 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 Payment Conditions are satisfiedtherefrom.

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to at the time of any action described below or would result therefrom: (a) (a) each Subsidiary of Parent may make Restricted Payments to the Borrower, any Subsidiaries of the Borrower that are Guarantors and any other Subsidiary or Person that owns a direct Equity Interest in such Subsidiary, ratably according to Parenttheir respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) (b) the Parent Borrower and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests; (d) (d) the Borrower may declare and pay cash dividends not to exceed an amount necessary to permit the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay (i) reasonable and customary corporate and operating expenses (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, and compensation, benefits and other than taxes) incurred amounts payable to officers and employees in connection with their employment in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating business and to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect board of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (iobservers) in an aggregate amount not to exceed $30,000,000 in 2,000,0005,000,000 per year, (ii) franchise fees or similar taxes and fees required to maintain its corporate existence, and (iii) its proportionate share (calculated as if the Borrower and its Subsidiaries were a separate taxpayer from the Parent) of the tax liability of the affiliated group of corporations that file consolidated Federal income tax returns (or that file state and local income tax returns on a consolidated basis); (e) (e) the Borrower may issue and sell its common Equity Interests; and (f) (f) the Borrower may make additional Restricted Payments subject to satisfaction of the following terms and conditions at the time of giving effect to any Fiscal Year as long assuch Restricted Payments: (i) no Default or Event of Default has occurred and is continuing, (ii) the pro forma Consolidated Senior Secured Leverage Ratio does not exceed the maximum Consolidated Senior Secured Leverage Ratio then permitted under Section 7.11(b), less 0.50, on a pro forma basis after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereofRestricted Payment, and (iiiii) without limitation as the maximum amount of Restricted Payments that may be made pursuant to amount if after giving pro forma effect to such distribution, payment or dividend, this clause (f) shall not exceed $25,000,000 in the Payment Conditions are satisfiedaggregate in any fiscal year.

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to at the time of any action described below or would result therefrom: (a) each Subsidiary of Parent may make Restricted Payments to the Borrower, any Subsidiaries of the Borrower that are Guarantors and any other Subsidiary or Person that owns a direct Equity Interest in such Subsidiary, ratably according to Parenttheir respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Parent Borrower and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent Borrower and each Subsidiary may pay cash dividendspurchase, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings redeem or Intermediate Holdco shall own any material assets (other than the otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of Intermediate Holdco or the Parent or other assets relating to the new common Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the ParentInterests; (d) the Parent Borrower may declare and pay cash dividends, payments and distributions in dividends not to exceed an amount sufficient necessary to cover permit the Parent to pay (i) reasonable and necessary customary corporate and operating expenses (including professional fees reasonable out-of-pocket expenses for legal, administrative and expenses) (other than taxes) incurred accounting services provided 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 governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiariesthird parties, and (iii) indemnification compensation, benefits and reimbursement of directors, other amounts payable to officers and employees in respect connection with their employment in the ordinary course of liabilities relating business and to their serving in any such capacity, or obligations in respect board of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent observers) or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent)general corporate purposes, such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in 5,000,000 per year, (ii) franchise fees or similar taxes and fees required to maintain its corporate existence, and (iii) its proportionate share (calculated as if the Borrower and its Subsidiaries were a separate taxpayer from the Parent) of the tax liability of the affiliated group of corporations that file consolidated Federal income tax returns (or that file state and local income tax returns on a consolidated basis); (e) the Borrower may issue and sell its common Equity Interests; and (f) the Borrower may make additional Restricted Payments subject to satisfaction of the following terms and conditions at the time of giving effect to any Fiscal Year as long assuch Restricted Payments: (i) no Default or Event of Default has occurred and is continuing, (ii) the pro forma Consolidated Total Leverage Ratio does not exceed the maximum Consolidated Total Leverage Ratio then permitted under Section 7.11(a), less 0.50, on a pro forma basis after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereofRestricted Payment, and (iiiii) without limitation as the maximum amount of Restricted Payments that may be made pursuant to amount if after giving pro forma effect to such distribution, payment or dividend, this clause (f) shall not exceed $25,000,000 in the Payment Conditions are satisfiedaggregate in any fiscal year.

Restricted Payments. Declare or make, directly or indirectly, make any Restricted PaymentPayment except: (a) Any Subsidiary may make Restricted Payments to the Borrower and its Subsidiaries; (b) during and after Fiscal Year 2010, the Borrower may pay dividends on account of its Capital Stock solely and to the extent necessary in order to maintain the Borrower’s eligibility for taxation as a RIC under the Code and to eliminate any income tax that would otherwise be payable by the Borrower, and the Borrower agrees to pay such dividends by the issuance of additional shares of its common stock and not in cash to the maximum extent permitted by Applicable Laws and to the extent not adversely affecting the Borrower’s RIC status; provided that (x) no cash dividend shall be permitted if the Borrower loses its status as a RIC under the Code or incur is no longer maintaining or attempting to maintain RIC status (except with respect to dividends that relate to the last taxable year or a portion thereof for which the Borrower was a RIC) and (y) no cash dividend payment with respect to any obligation taxable year (contingent whether of all or any portion of the Borrower’s taxable income or otherwise) shall be permitted if the aggregate amount of all such cash dividends paid with respect to do sosuch taxable year exceeds the amount that would be payable by the Borrower in income tax for such taxable year if such cash was not distributed and was instead retained by the Borrower; and provided further that the aggregate cash dividends paid with respect to any of the first three taxable quarters of any taxable year may not exceed the lesser of (x) the estimated taxable income for such taxable quarter, except thatwhich estimate shall be based on the Borrower’s updated projection of the Borrower’s taxable income for the applicable taxable year, so long and (y) $55,000,000, in each case plus the amount of undistributed taxable income with respect to any prior taxable year; and (c) The Borrower may pay cash dividends and make any other Restricted Payments at any time, for any reason, without limitation if, after giving effect thereto, (w) the Borrower maintains an asset coverage requirement of at least 200%, as set forth in Section 18(a), as modified by Section 61(a), of the Investment Company Act, (x) the Borrower shall be in pro forma compliance with Section 5.9, (y) no Asset Coverage Noncompliance Period, Default or Event of Default shall have occurred exist and be continuing prior and (z) the aggregate principal amount of the Loans, the Public Notes and any Permitted Refinancing Debt shall be equal to or immediately after giving effect to any action described below or would result therefrom: (a) each Subsidiary of Parent may make Restricted Payments to any other Subsidiary or to Parent; (b) the Parent and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in an amount sufficient to allow Holdings and Intermediate Holdco to pay expenses (other less than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) the Parent may pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to such dividend, payment and distribution, no Event of Default then exists or would arise as a result thereof, and (ii) without limitation as to amount if after giving pro forma effect to such distribution, payment or dividend, the Payment Conditions are satisfied1,400,000,000.

Restricted Payments. Declare or makeEach of the Loan Parties will not, directly or indirectlyand will not permit any of its Subsidiaries to, make any Restricted PaymentPayments, or incur any obligation (contingent or otherwise) to do so, except that, so 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 therefromexcept: (a) each Subsidiary of Parent subject to the subordination provisions relating thereto, (i) the Borrower may make Restricted Payments regularly scheduled payments of interest accrued on any Permitted Subordinated Debt and may pay principal of Permitted Subordinated Debt if and to any other Subsidiary or the extent (but only if and to Parent;the extent) permitted by the express terms of the Subordinated Debt Documents governing such Permitted Subordinated Debt, which terms have been expressly approved in writing by the Administrative Agent and (ii) Subsidiaries of the Borrower may make payments of principal and interest accrued on subordinated intercompany Debt which is permitted to be incurred in accordance with Section 9.1(c) if and to the extent (but only if and to the extent) that such payments are permitted by the terms of the documents governing such subordinated intercompany Debt, which terms have been expressly approved in writing by the Administrative Agent; CREDIT AGREEMENT - Page 80 (b) Subsidiaries of the Parent and each Subsidiary thereof Borrower owned by the Borrower may declare and make dividend payments or other distributions payable solely in pay Dividends to the common stock or other common Equity Interests of such PersonBorrower to the extent permitted by applicable law; (c) Subsidiaries of the Parent Borrower owned by Subsidiaries of the Borrower may declare and pay cash dividends, payments and distributions in an amount sufficient Dividends to allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating their parent Subsidiaries to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made extent permitted by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parentapplicable law; (d) the Parent Borrower 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 purchase shares of equity or debt securities and maintenance Dynamex Common Stock from employees of the same, (ii) reporting obligations under, Borrower or in connection with compliance with, applicable laws or applicable rules its Subsidiaries upon the termination of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness employment of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor)employees, provided that, if Holdings or Intermediate Holdco that the amount paid therefor shall own any material assets (other than not exceed the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests fair market value of such Intermediate Holdco or the Parent), such cash dividends, payments shares to be purchased and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests not exceed $100,000 in the Parentaggregate during any fiscal year; (e) the Parent Borrower and its Subsidiaries may paymake Loans to any officer, without duplicationdirector or shareholder of the Borrower or any of its Subsidiaries (other than a shareholder consisting of the Borrower or a Subsidiary of the Borrower) which , cash dividendswhen aggregated with all such other loans, payments and distributions (A) pursuant to the Tax Sharing Agreement and (B) to pay or permit Holdings or Intermediate Holdco to pay do not exceed $100,000 in aggregate amount at any Related Taxes; andtime outstanding; (f) the Parent Borrower may declare and pay cash dividendsDividends; and (g) the Borrower may make Treasury Stock Purchases, payments and distributions provided, however, that no Restricted Payments may be made pursuant to Intermediate Holdco for distribution to Holdingsclauses (a), to enable (d), (f) or (g) preceding if a Default exists at the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year as long as, after giving pro forma effect to time of such dividend, payment and distribution, no Event of Default then exists Restricted Payment 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 Payment Conditions are satisfiedtherefrom.