Common use of 06Restricted Payments Clause in Contracts

06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each of the following shall be permitted: (i) The Loan Parties and their Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries may make Restricted Payments to any other non-Loan Party Restricted Subsidiary; (b) the Loan Parties and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Loan Parties and each Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new common Equity Interests; (d) the Loan Parties and each Restricted Subsidiary may make Restricted Payments on account of employee stock repurchase programs or other similar programs in an aggregate amount not to exceed the greater of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period; (e) the Borrower and each Restricted Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) in connection with any repurchases of Equity Interests or the exercise of stock options; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year; (j) the Borrower may make additional Restricted Payments, so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom; (l) the Borrower may declare and pay dividends on the Borrower’s common equity (or the payment of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borrower; and (m) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed (A) the greater of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made in reliance on clause (n) of the definition of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(iv).

06Restricted Payments. Declare (a) No Loan Party will, 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 each so (unless such obligation is contingent upon the termination of the following shall be permittedCommitments and the payment in full of all Loans, interest and fees hereunder), except: (i) The Loan Parties and their Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries may make Restricted Payments to any other non-Loan Party Restricted Subsidiary; (b) the Loan Parties and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Loan Parties and each Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new common Equity Interests; (d) the Loan Parties and each Restricted Subsidiary may make Restricted Payments on account of employee stock repurchase programs or other similar programs in an aggregate amount not to exceed the greater of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period; (e) the Borrower and each Restricted Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) in connection with any repurchases of Equity Interests or the exercise of stock options; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) the Borrower may, directly may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or indirectly, make any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to Holdings any Loan Party; provided that, notwithstanding the foregoing, any Massachusetts Securities Corporation may declare and pay dividends or other Restricted Payments only to the Borrower, and not to any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings Subsidiary or any intermediate holding company incurred other Person; (iii) the Borrower may redeem shares of its capital stock which are “restricted securities” (as defined in Rule 144 promulgated under the ordinary course Securities Act of business 1933) in an amount not to exceed $35,000,000 in any Fiscal Year5.0% of the aggregate total voting stock of the Borrower issued and outstanding on a fully diluted basis as of the date hereof; (jiv) the Borrower may redeem shares of its capital stock to settle any applicable tax obligations of a grantee of shares of any equity award (including any shares of restricted stock and any stock appreciation rights) which arise in connection with the vesting, exercise or other taxable event with respect to such awards; (v) the Borrower may repurchase shares of its capital stock pursuant to and in accordance with any stock repurchase (or similar) program as approved by the board of directors of the Borrower for repurchase of up to an aggregate of (i) $30,000,000, plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), immediately prior to and after giving effect to any such repurchase the Consolidated Total Net Leverage Ratio is not greater than 2.25 to 1.00 (with Consolidated Funded Debt measured at each such time and Consolidated EBITDA measured for the most recently ended Reference Period for which Financial Statements are available); (vi) the Transfer Pricing Obligations; (vii) the Borrower may repurchase Equity Interests upon the cashless exercise of stock options or warrants if such Equity Interests represent all or a portion of the exercise price of such options or warrants; (viii) the Borrower may make additional Restricted Paymentscash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, so long as options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (ix) Deferred Acquisition Obligations; (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower and its Subsidiaries may make additional Restricted Payments in an aggregate amount not to exceed the Available Amount immediately prior to the time of the making of such Restricted Payment, provided, that with respect to such Restricted Payments made with the Available Amount, (A) no Default or Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom, and (B) the Borrower shall be in compliance with a Consolidated Total Net Leverage Ratio of not more than 1.50 to 1.00 on a Pro Forma Basis immediately prior to and after the time of the making of such Restricted Payment; (xi) the Borrower may issue and sell the Orogen Series A Preferred Stock pursuant to the Investment Agreement; provided that within three (3) Business Days following receipt by the Borrower of the Net Proceeds of such issuance and sale, the Borrower shall prepay the Term Loans at par (to be applied in direct order of maturity to the remaining principal installments of Term Loans) in an amount equal to the Available Amount at the time seventy-five percent (75%) of such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefromNet Proceeds; (lxii) the Borrower may declare and pay cumulative cash dividends on the Borrower’s common equity (or Orogen Series A Preferred Stock when and as required pursuant to the payment applicable Certificate of dividends to Holdings (directly or indirectly) to fund a payment Designations; provided that both immediately before and after paying any such cash dividend no Event of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borrower; andDefault exists; (mA) the Borrower may make additional Restricted Payments purchase, redeem, retire or otherwise acquire for value the Orogen Series A Preferred Stock in an aggregate amount not to exceed (A) the greater Available Amount immediately prior to the time of (x) $350,000,000 the making of such purchase, redemption, retirement or other acquisition for value of the Orogen Series A Preferred Stock; and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the Borrower may purchase, redeem, retire or otherwise acquire for value the Orogen Series A Preferred Stock at any time on or after, but not before, the earlier of (A) August 24, 2023 and (B) the date on which the Obligations (excluding (1) any unasserted contingent Obligations and (2) LC Exposure to the extent the Borrower has deposited into an LC Collateral Account (in a manner consistent with the provisions of Section 2.06(j)) an amount in cash equal to 102% of the LC Exposure as of such date) have been paid in full and the Commitments of all Lenders hereunder have been terminated; (xiv) the Borrower may make Restricted Payments from time to time in an aggregate amount of Investments made in reliance on clause not to exceed twenty-five percent (n25%) of the definition Net Proceeds received by the Borrower from the issuance and sale of “Permitted Investments”, less the Orogen Series A Preferred Stock; (Cxv) the Borrower may issue (A) Series A Preferred Stock upon conversion of the Series A-1 Preferred Stock pursuant to the applicable Certificate of Designations or the Investment Agreement and in connection with such conversion and (B) Equity Interests (other than Disqualified Equity Interests) upon conversion of the Orogen Series A Preferred Stock (including, without limitation, following the occurrence of a Fundamental Change (as defined in the applicable Certificate of Designations)) and in connection with such conversion; (xvi) the Borrower, at its option in lieu of paying cash dividends pursuant to clause (xii) above, may declare and pay such dividends on the Orogen Series A Preferred Stock in the form of additional Orogen Series A Preferred Stock; (xvii) the Borrower or its Subsidiaries may make a Restricted Payment to the then existing shareholders (other than the Borrower) of Polaris in an aggregate amount not to exceed $3,000,000 per fiscal year; and (xviii) the Borrower and its Subsidiaries may make any deferred payments payable in respect of any Financed Acquisition, provided that no Default or Event of Default shall exist and be continuing at the time of or immediately after the making of such Restricted Debt Payments made in reliance Payment. (b) No Loan Party will, nor will it permit any Subsidiary to, make or agree to make payment on Section 7.07(a)(iv)any Subordinated Indebtedness prohibited by the provisions of the governing subordination or intercreditor agreement.

06Restricted Payments. (i) Declare or makepay any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any of its Equity Interests (other than dividends and distributions on Equity Interests payable solely by the issuance of Qualified Equity Interests of the person declaring, paying or making such dividends or distributions), or (ii) directly or indirectlyindirectly redeem, purchase, retire or otherwise acquire for value (or permit any Restricted Payment, Subsidiary to purchase or incur acquire) any obligation (contingent or otherwise) to do so, except that each of the following shall be permittedBorrower’s Equity Interests or set aside any amount for any such purpose (other than through the issuance of Qualified Equity Interests) (all of the foregoing, “Restricted Payments”); provided, however, that: (ia) The Loan Parties and their Restricted Subsidiaries may, directly or indirectly, make Restricted Payments may be made to the Borrower or any Loan Party and Subsidiary (ii) provided, that Restricted Payments made by a non-Loan Party Restricted Subsidiaries may make Restricted Payments Wholly Owned Subsidiary to the Borrower or any other Subsidiary that is a direct or indirect parent of such Subsidiary must be made on a pro rata basis (or more favorable basis from the perspective of the Borrower or such Subsidiary) based on its ownership interests in such non-Loan Party Restricted Wholly Owned Subsidiary); (b) Restricted Payments may be made by the Loan Parties and each Restricted Subsidiary may declare and make dividend payments Borrower to purchase or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Loan Parties and each Restricted Subsidiary may purchase, redeem or otherwise acquire for value the Equity Interests issued of the Borrower or any Parent Entity (including related stock appreciation rights or similar securities) held by it with then present or former directors, consultants, officers or employees of the proceeds received from Borrower, any Parent Entity, any of the substantially concurrent issue Subsidiaries of new common Equity Interests; (d) the Loan Parties and each Restricted Subsidiary may make Restricted Payments on account Borrower or by any Plan or any shareholders’ agreement then in effect upon such person’s death, disability, retirement or termination of employee employment or under the terms of any such Plan or any other agreement under which such shares of stock repurchase programs or other similar programs in an related rights were issued; provided, that the aggregate amount of such purchases or redemptions under this clause (b) shall not to exceed in any fiscal year the greater of (x) $150,000,000 7,000,000 and (y) 1510% of Adjusted Consolidated EBITDA for the most recently completed Measurement Periodended Test Period as of such time (plus (x) the amount of net proceeds contributed to the Borrower that were received by the Borrower during such calendar year from sales of Qualified Equity Interests of the Borrower or any Parent Entity to directors, consultants, officers or employees of the Borrower or any Subsidiary in connection with permitted employee compensation and incentive arrangements; provided, that such proceeds are not included in any determination of the Available Amount or otherwise applied to increase any basket or exception under this Agreement, (y) the amount of net proceeds of any key-person life insurance policies received by the Borrower (or received by a Parent Entity and contributed to the Borrower) during ​ ​ ​ such calendar year, and (z) permitted employee compensation and incentive arrangements paid in cash in lieu of the issuance of Qualified Equity Interests of the Borrower to directors, consultants, officers or employees of the Borrower any Parent Entity or any Subsidiary (which amounts in this clause (b) in any given fiscal year may be increased by carrying back amounts then otherwise available in the immediately subsequent fiscal year or, if not used in any given fiscal year, carried forward to any subsequent fiscal year); provided, further, that cancellation of Indebtedness owing to the Borrower or any Subsidiary from members of management of any Parent Entity, the Borrower or its Subsidiaries in connection with a repurchase of Equity Interests of the Borrower or any Parent Entity will not be deemed to constitute a Restricted Payment for purposes of this Section 6.06; (c) Restricted Payments may be made by the Borrower for repurchases of Equity Interests of the Borrower or any other entity that is a direct or indirect parent of Borrower (a) deemed to occur upon the exercise of stock options, warrants, or similar rights if the Equity Interests represent all or a portion of the exercise price thereof, (b) in connection with the satisfaction of any withholding Tax obligations incurred relating to the vesting or exercise of stock options, warrants, restricted stock units or similar rights or (c) solely to offset the dilution of Holdings’ Equity Interests in the Borrower as a result of the exercise of stock options, warrants, restricted stock units or similar rights after the date hereof and for the purpose of maintaining Tax consolidation with Holdings (as determined by the Borrower); (d) Restricted Payments may be made in an aggregate amount equal to a portion of the Available Amount on the date of such election that the Borrower elects to apply to this Section 6.06(d), so long as, solely in the case of amounts applied pursuant to clause (a) of the definition of “Available Amount”, immediately after giving effect thereto, (i) no Event of Default shall have occurred and is continuing and (ii) Total Net Leverage Ratio on a Pro Forma Basis is not greater than 3.00 to 1.00; (e) Restricted Payments made on the Borrower and each Restricted Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) Closing Date in connection with any repurchases the repurchase of Equity Interests or the exercise of common stock optionsfrom shareholders in an amount not to exceed $50.0 million; (f) [reserved]Restricted Payments may be made to make payments, in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Equity Interests of any such person; (g) [reserved]other Restricted Payments may be made in an aggregate amount, taken together with all Junior Debt Restricted Payments made pursuant to Section 6.07(b), not to exceed the greater of $15,000,000 and 20% of Adjusted Consolidated EBITDA for the most recently ended Test Period as of such time when made; provided, that any Investments made pursuant to Section 6.04(t) in reliance upon the Reallocated RP/JDRP Amount utilizing the amounts available pursuant to this Section 6.06(g) and Section 6.07(b) (collectively, the “General RP/JDRP Basket”), in each case, that remains outstanding under such General RP/JDRP Basket, shall reduce the amounts available pursuant to the General RP/JDRP Basket; (h) additional Restricted Payments, so long as, immediately after giving effect thereto, (i) no Event of Default shall have occurred and is continuing and (ii) the Total Net Leverage Ratio on a Pro Forma Basis is not greater than 2.00 to 1.00; ​ ​ ​ (i) [reserved] (j) the prepayment, redemption, purchase, defeasance or other satisfaction of any Disqualified Stock or preferred Equity Interests of a Subsidiary (x) existing at the time a person becomes a Subsidiary or (y) assumed in connection with the acquisition of assets, in each case so long as such Indebtedness, Disqualified Stock or preferred Equity Interests was not incurred in contemplation of such person becoming a Subsidiary or such acquisition; (k) the Borrower and the Subsidiaries may make Restricted Payments in cash: (i) the Borrower may, directly proceeds of which shall be used by any Parent Entity to pay (or indirectly, to make Restricted Payments to Holdings and allow any intermediate holding company direct or indirect parent of any Parent Entity to pay) (or on behalf of Holdings or such intermediate holding company1) to pay obligations of Holdings or any intermediate holding company its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in an amount not the ordinary course of business and are attributable to exceed $35,000,000 in any Fiscal Year; (j) the ownership or operations of the Borrower may make additional Restricted Paymentsand the Subsidiaries, so long as (2) any reasonable and customary indemnification claims made by directors or officers of any Parent Entity (or any direct or indirect parent thereof) attributable to the ownership or operations of the Borrower and the Subsidiaries, (3) fees and expenses (x) no Event due and payable by any of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred Borrower and be continuing or would result therefrom the Subsidiaries and (y) after giving pro forma effect otherwise permitted to be paid by the Borrower and the Subsidiaries under this Agreement and (4) payments that would otherwise be permitted to be paid directly by the Borrower or the Subsidiaries pursuant to Section 5.15(o) or (p); (ii) the proceeds of which shall be used by any Parent Entity to pay (or to make Restricted Payments to allow any direct or indirect parent of any Parent Entity to pay) franchise and similar Taxes, and other fees and expenses, required to maintain its corporate existence, to the extent attributable to the ownership or operations of the Borrower and the Subsidiaries; (iii) with respect to any taxable period (or portion thereof) for which the Borrower and/or any of its Subsidiaries are members of a consolidated, combined, affiliated, unitary or similar income Tax group for U.S. federal and/or applicable state or local income Tax purposes of which a Parent Entity is the common parent, the proceeds of which will be used to pay the U.S. federal and/or state and local income Tax liability, as applicable, of such Parent Entity’s income Tax group that is attributable to the income of the Borrower and/or its Subsidiaries (including Unrestricted Subsidiaries); provided, that (w) no such payments with respect to such Restricted Payment, taxable period shall exceed the amount of such income Tax liability that would have been imposed on the Borrower would and/or the applicable Subsidiaries for such taxable period had such entity(ies) filed on a stand-alone basis for all taxable periods ending after the Closing Date, (x) any such payments attributable to an Unrestricted Subsidiary shall be in compliance with a Total Leverage Ratiolimited to the amount of any cash paid by such Unrestricted Subsidiary to the Borrower or any Restricted Subsidiary for such purpose, calculated as (y) such payments shall be reduced by any such income Taxes directly paid or withheld at the level of the last day Borrower or its Subsidiaries to the extent that such income Taxes directly paid or withheld reduce the U.S. federal and/or state and local income Tax liability of the Measurement Period most recently such Parent Entity’s income Tax group and (z) with respect to any taxable period (or portion ​ ​ ​ thereof) ended on or prior to the date of making of such Restricted PaymentClosing Date, of no greater than 4.00:1.00,payments otherwise permitted pursuant to this clause (iii) shall be permitted only to the extent relating to Taxes paid after the Closing Date; (kiv) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal finance any Investment permitted to the Available Amount at the time be made pursuant to Section 6.04 other than Section 6.04(bb); provided, that (1) such Restricted Payment is paidshall be made substantially concurrently with the closing of such Investment and (2) the applicable Parent Entity shall, so long asimmediately following the closing thereof, no Event of Default under cause (x) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 8.01(a6.04(e)) to be contributed to the Borrower or the Subsidiaries or (fy) the person formed or acquired to merge into or consolidate with the Borrower or any of the Subsidiaries to the extent such merger, amalgamation or consolidation is permitted in Section 6.05 in order to consummate such Investment, in each case in accordance with the requirements of Section 5.10; (with respect v) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of any Parent Entity to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Borrower and the Subsidiaries; and (vi) the proceeds of which shall be used by any Parent Entity to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity offering, debt offering or similar non-ordinary course transaction not prohibited by this Agreement (whether or not such offering or other transaction is successful), to the extent that the proceeds of such equity offering, debt offering or similar non-ordinary course transaction are contributed (or would be contributed) to the Borrower) shall have occurred and be continuing or would result therefrom; (l) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) of the Borrower may declare or any Parent Entity, or subordinated Indebtedness of the Borrower or any Guarantor, in exchange for, or out of the proceeds of the issuance or sale of, Equity Interests of the Borrower or any Parent Entity or contributions to the equity capital of the Borrower (other than Disqualified Stock) (collectively, including any such contributions, “Refunding Capital Stock”); (m) the declaration and pay payment of accrued dividends on the Borrower’s common equity Retired Capital Stock out of the proceeds of the issuance or sale (other than to a Subsidiary of the Borrower or to an employee stock ownership plan or any trust established by the Borrower or any of its Subsidiaries) of Refunding Capital Stock; and (n) if immediately prior to the retirement of the Retired Capital Stock, the declaration and payment of dividends thereon was permitted pursuant to Holdings this covenant and has not been made as of such time (directly or indirectly) to fund a the “Unpaid Amount”), the declaration and payment of dividends on such entity’s common equity) or the redemption, purchaseRefunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, defeasance retire or other acquisition or retirement of otherwise acquire any Equity Interests of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization or any direct or indirect parent of the Borrower; and (m) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed no greater than the Unpaid Amount. ​ ​ ​ For purposes of determining compliance with this Section 6.06, (A) the greater a Restricted Payment need not be permitted solely by reference to one category of permitted Restricted Payments (xor any portion thereof) $350,000,000 described in Sections 6.06(a) through (n) but may be permitted in part under any relevant combination thereof and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) in the aggregate amount event that a Restricted Payment (or any portion thereof) meets the criteria of Investments made one or more of the categories of Restricted Payments (or any portion thereof) described in reliance on clause Sections 6.06(a) through (n), the Borrower may, in its sole discretion, divide, classify or reclassify such Restricted Payment (or any portion thereof) in any manner that complies with this Section 6.06 and will be entitled to only include the amount and type of such Restricted Payment (or any portion thereof) in one or more (as relevant) of the definition above clauses (or any portion thereof) and such Restricted Payment (or any portion thereof) shall be treated as having been made or existing pursuant to only such clause or clauses (or any portion thereof). For the avoidance of doubt, an Unrestricted Subsidiary may purchase or otherwise acquire Indebtedness or Equity Interests of the Borrower, any Parent Entity or any of the Borrower’s Subsidiaries with value that such Unrestricted Subsidiary has obtained through Investments otherwise permitted under this Agreement and such purchase, acquisition, or transfer will not be deemed to be a “Permitted Investments”direct or indirect” action by the Borrower or its Subsidiaries. Notwithstanding anything herein to the contrary, less the foregoing provisions of this Section 6.06 will not prohibit the payment of any Restricted Payment or the consummation of any redemption, purchase, defeasance or other payment within sixty (C60) days after the aggregate amount date of declaration thereof or the giving of notice, as applicable, if at the date of declaration or the giving of such notice such payment would have complied with the provisions of this Section 6.06 (it being understood that such Restricted Debt Payments Payment shall be deemed to have been made in reliance on Section 7.07(a)(ivthe date of declaration or notice for purposes of such provision).

06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each of the following shall be permittedthat: (ia) The Loan Parties and their Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries each Subsidiary of the Borrower may make Restricted Payments to any other non-Loan Party Person that owns Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted SubsidiaryPayment is being made; (b) the Borrower may make Permitted Tax Distributions; (c) each Loan Parties Party and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Loan Parties and each Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new common Equity Interests; (d) the Loan Parties and each Restricted Subsidiary Borrower may make Restricted Payments to the Parent for amounts payable under the Tax Receivable Agreement, other than early termination payments, so long as (i) after giving effect on account of employee stock repurchase programs or other similar programs a Pro Forma Basis to any such Restricted Payment, the Borrower is in an aggregate amount not to exceed compliance on a Pro Forma Basis with the greater of (x) $150,000,000 applicable financial covenants set forth in Section 7.11 and (yii) 15% no Event of Consolidated EBITDA for the most recently completed Measurement PeriodDefault has occurred and is continuing; (e) the Borrower and each Restricted Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) in connection with any repurchases of Equity Interests or the exercise of stock options; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Intermediate Holdings or such intermediate holding company) to pay obligations the Parent, the proceeds of Holdings which shall be used by the Parent or any intermediate holding company Intermediate Holdings to pay: (i) its 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 an amount not the ordinary course of business, plus customary salary, bonus, severance and other benefits payable to exceed $35,000,000 current or former directors, officers, managers, employees or consultants (or, solely with respect to benefits, any family member thereof) of the Parent or any Intermediate Holdings, to the extent such salary, bonuses, severance and other benefits or claims in respect of any Fiscal Year;of the foregoing are directly attributable and reasonably allocated to the ownership or operations of the Borrower and its Subsidiaries, (ii) insurance premiums to the extent relating to the ownership or operations of the Borrower or any of its Subsidiaries, (iii) fees, costs and expenses incurred in connection with any directors and officers liability insurance or any other corporate insurance policies issued to the Parent; and (iv) its franchise taxes and similar taxes and other expenses necessary to maintain its corporate existence; and (jf) other Restricted Payments by the Borrower may make additional Restricted Payments, so long as, (i) after giving effect on a Pro Forma Basis to any such Restricted Payment, the Consolidated Net Leverage Ratio as of ​ ​ the end of the most recently ended Measurement Period does not exceed 3.00:1.0 and (xii) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have has occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom; (l) the Borrower may declare and pay dividends on the Borrower’s common equity (or the payment of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borrower; and (m) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed (A) the greater of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made in reliance on clause (n) of the definition of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(iv)continuing.

06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each of the following shall be permittedthat: (ia) The Loan Parties and their Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries Services may make Restricted Payments to the Partnership or any Guarantor and each Restricted Subsidiary may make Restricted Payments to the Borrowers, any Subsidiaries that are Guarantors and any other non-Loan Party Person that owns a direct Equity Interest in such Restricted Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Loan Parties each Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Qualified Equity Interests of such PersonPerson and the Partnership may issue Qualified Equity Interests upon the conversion of, or in exchange for, Disqualified Equity Interests; (c) the Loan Parties each Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it make Restricted Payments with the proceeds received from the substantially concurrent issue of new common Qualified Equity Interests; (d) so long as no Event of Default has occurred and is continuing or would result therefrom, the Loan Parties and each Restricted Subsidiary Partnership may make Restricted Payments on account of employee stock repurchase programs or other similar programs pursuant to and in an aggregate amount not accordance with the cash distribution policy adopted by the General Partner pursuant to exceed the greater of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement PeriodBorrower Partnership Agreement from time to time; (e) the Loan Parties may redeem or convert their Equity Interests or make any payment in connection with any employee benefit plan sponsored by the Loan Parties entered into in the ordinary course of business; (f) the Borrowers and the Restricted Subsidiaries may make Restricted Payments not otherwise permitted by this Section 7.06, so long as (i) no Event of Default then exists and is continuing at the time of such Restricted Payment or would result therefrom and (ii) after giving Pro Forma Effect to such Restricted Payment, (A) the Borrowers are in compliance with Section 7.11 and (B) the Borrowers have Liquidity of at least $25,000,000; (g) (i) payment in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition (or other similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; and (h) payments made or expected to be made by either Borrower and each or any Restricted Subsidiary may pay in respect of withholding or similar taxes payable upon exercise of Equity Interests by any future, present or former employee, director director, officer, manager or officer consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees their respective controlled Affiliates or distributees of any of the foregoingpermitted transferees) in connection with and any repurchases of Equity Interests or the deemed to occur upon exercise of stock options; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) the Borrower may, directly options or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or warrants if such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year; (j) the Borrower may make additional Restricted Payments, so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, the Borrower would be in compliance with Equity Interests represent a Total Leverage Ratio, calculated as portion of the last day of the Measurement Period most recently ended on or prior to the date of making exercise price of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) options or (f) (with respect to the Borrower) shall have occurred and be continuing warrants or would result therefrom; (l) the Borrower may declare and pay dividends on the Borrower’s common equity (required withholding or the payment of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borrower; and (m) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed (A) the greater of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made in reliance on clause (n) of the definition of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(iv)similar taxes.

06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each that, so long as no Default shall have occurred and be continuing at the time of the following shall be permittedany action described below or would result therefrom: (ia) The Loan Parties and their each Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries Subsidiary may make Restricted Payments to any other non-Loan Party Person that owns Equity Interest in such Restricted Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Loan Parties Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) Restricted Payments to current or former employees, officers, or directors of Borrower or any of its Restricted Subsidiaries (or any spouses, ex-spouses, or estate of any of the Loan Parties and each Restricted Subsidiary foregoing) solely in the form of forgiveness of Indebtedness of such Persons owing to Borrower on account of repurchases of the stock options, restricted stock units, purchased shares or other Equity Interests of Borrower held by such Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of Borrower; (d) the Borrower may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (de) the Loan Parties and each Restricted Subsidiary Borrower may pay any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement (including the other provisions of this Section 7.06); (f) the Borrower may make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchange for Equity Interests in the Borrower or arising out of stock dividends, splits, combinations or business combinations; (g) the Borrower may declare and make other dividend payments or other distributions, or purchase, redeem or otherwise acquire shares of its capital stock, including but not limited to pursuant to any accelerated share repurchase program, so long as immediately after giving Pro Forma Effect to the payment of any such dividend or the making of such purchase, redemption or other acquisition, the Consolidated Net Leverage Ratio is not greater than 2.50 to 1.00; and (h) other Restricted Payments on account of employee stock repurchase programs or other similar programs not to exceed $75,000,000 in an aggregate amount any fiscal year. not to exceed the greater of (x) $150,000,000 75,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period; (e) the Borrower and each Restricted Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) in connection with any repurchases of Equity Interests or the exercise of stock options; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year; (j) the Borrower may make additional Restricted Payments, so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or immediately prior to the date of making beginning of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom; (l) the Borrower may declare and pay dividends on the Borrower’s common equity (or the payment of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borrowerfiscal year; and (m) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed (A) the greater of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made in reliance on clause (n) of the definition of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(iv).

06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each that, so long as no Default shall have occurred and be continuing at the time of the following shall be permittedany action described below or would result therefrom: (ia) The Loan Parties and their each Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries Subsidiary may make Restricted Payments to any other non-Loan Party Person that owns Equity Interest in such Restricted Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Loan Parties Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) Restricted Payments to current or former employees, officers, or directors of Borrower or any of its Restricted Subsidiaries (or any spouses, ex-spouses, or estate of any of the Loan Parties and each Restricted Subsidiary foregoing) solely in the form of forgiveness of Indebtedness of such Persons owing to Borrower on account of repurchases of the stock options, restricted stock units, purchased shares or other Equity Interests of Borrower held by such Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of Borrower; (d) the Borrower may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (de) the Loan Parties and each Restricted Subsidiary Borrower may pay any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement (including the other provisions of this Section 7.06); (f) the Borrower may make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchange for Equity Interests in the Borrower or arising out of stock dividends, splits, combinations or business combinations; (g) the Borrower may declare and make other dividend payments or other distributions, or purchase, redeem or otherwise acquire shares of its capital stock, including but not limited to pursuant to any accelerated share repurchase program, so long as immediately after giving Pro Forma Effect to the ​ payment of any such dividend or the making of such purchase, redemption or other acquisition, the Consolidated Net Leverage Ratio is not greater than 2.50 to 1.00; (h) other Restricted Payments on account of employee stock repurchase programs or other similar programs in an aggregate amount any fiscal year not to exceed the greater of (x) $150,000,000 75,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period; (e) Period ended immediately prior to the Borrower and each Restricted Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees beginning of any of the foregoing) in connection with any repurchases of Equity Interests or the exercise of stock options; (f) [reserved]; (g) [reserved]; (h) [reserved];such fiscal year; and (i) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings the Borrower or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year; (j) the Borrower may make additional Restricted Payments, so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom; (l) the Borrower may declare and pay dividends on the Borrower’s common equity (or the payment of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests wholly-owned Subsidiary of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borrower; and (m) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed (A) the greater of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made in reliance on clause (n) of connection with the definition of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(iv)Reorganization.

06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each of the following shall be permitted:that: ​ ​ ​ (ia) The Loan Parties and their each Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries Subsidiary may make Restricted Payments to the Company, any Restricted Subsidiary and any other Person that owns a direct Equity Interest in such Restricted Subsidiary, either (i) ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made or (ii) on a non-Loan Party pro rata basis either (A) where required by Organization Documents or agreements existing as of the 2021 Refinancing Amendment Effective Date or (B) where the aggregate amount of all distributions made from and after the 2021 Refinancing Amendment Effective Date to Persons other than the Company or a Restricted SubsidiarySubsidiary that are in excess of the pro rata share of such Restricted Payments that would otherwise be owing to such Persons does not exceed $25,000,000 in the aggregate during the term of the Facilities, so long as no Default shall have occurred and be continuing at the time of any action described in this clause (a) or would result therefrom; (b) the Loan Parties Company and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests (other than Disqualified Stock) of such Person, so long as no Default shall have occurred and be continuing at the time of any action described in this clause (b) or would result therefrom; (c) the Loan Parties Company and each Restricted Subsidiary may purchase, redeem or otherwise acquire its Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new common Equity InterestsInterests (other than Disqualified Stock), so long as no Default shall have occurred and be continuing at the time of any action described in this clause (c) or would result therefrom; (d) the Loan Parties and each Restricted Subsidiary may declare and make Restricted Payments on account of employee stock repurchase programs to the Company so that the Company may pay any Taxes which are due and payable by or other similar programs in an aggregate amount not with respect to exceed the greater of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement PeriodRestricted Subsidiaries; (e) the Borrower Company and each its Restricted Subsidiary Subsidiaries may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) in connection with any repurchases of Equity Interests or the exercise of stock options; (f) [reserved]; (g) [reserved]; (h) [reserved]; make other Restricted Payments so long as (i) the Borrower may, directly or indirectly, make aggregate amount of Restricted Payments made during the term of this Agreement pursuant to Holdings and any intermediate holding company this clause (or on behalf e) is not in excess of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year; Cumulative Available Amount that is Not Otherwise Applied, (j) the Borrower may make additional Restricted Payments, so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (yii) after giving pro forma effect to such Restricted Paymentthereto (including any incurrence and/or repayment of Indebtedness in connection therewith), the Borrower would Company shall be in pro forma compliance with a Total the then applicable Consolidated Leverage Ratio, calculated Ratio pursuant to Section 7.11(b) as of the last day of the Measurement Period most recently ended on recent fiscal quarter or prior year for which financial statements have been delivered pursuant to the date of making of such Restricted PaymentSection 6.01, of no greater than 4.00:1.00, (kiii) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long asboth immediately before and after giving pro forma effect thereto, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom, and (iv) no later than three Business Days (or such shorter period as agreed upon by the Administrative Agent) prior to such Restricted Payment, the Company shall have delivered to the Administrative Agent a certificate setting forth the calculations demonstrating, in reasonable detail, compliance with the foregoing clause (ii); (lf) the Borrower Company and its Restricted Subsidiaries may declare make other Restricted Payments so long as no Default shall have occurred and pay dividends on be continuing at such time and, after giving pro forma effect thereto (including any incurrence and/or repayment of Indebtedness in connection therewith), the Borrower’s common equity Consolidated Leverage Ratio is less than or equal to 3.75 to 1.00 as of the last day of the most recent fiscal quarter or year for which financial statements have been delivered pursuant to Section 6.01; (or g) a Restricted Subsidiary may issue Equity Interests to the payment of dividends to Holdings extent constituting a Disposition permitted by Section 7.05 (directly or indirectlyother than Section 7.05(r)); ​ ​ ​ (h) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Company may purchase Equity Interests of the Borrower in an amount not Company and any warrants or other rights with respect to exceed 7.0% per annum Equity Interests of the Market Capitalization Company from its employees, officers and directors by net exercise, pursuant to the terms of the Borrowerany employee stock option, restricted stock or incentive stock plan; and (mi) [reserved]. Notwithstanding anything herein to the Borrower may make additional contrary, the foregoing provisions of this Section 7.06 will not prohibit the making of any Restricted Payments in an aggregate amount not to exceed (A) Payment within 60 days after the greater date of (x) $350,000,000 and (y) 35% declaration thereof or the giving of Consolidated EBITDA for notice, as applicable, if at the most recently completed Measurement Period less (B) date of declaration or the aggregate amount giving of Investments made in reliance on clause (n) such notice such payment would have complied with the provisions of the definition of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on this Section 7.07(a)(iv)7.06.

06Restricted Payments. Declare The Lead Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each of the following shall be permittedexcept: (ia) The Loan Parties and their each Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries Subsidiary may make Restricted Payments to the Lead Borrower, and other Restricted Subsidiaries of the Lead Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Lead Borrower and any other non-Loan Party Restricted SubsidiarySubsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests); (b) the Loan Parties Lead Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions Restricted Payments payable solely in the common stock or other common Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person; (c) the Loan Parties and each Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new common Equity Interests[Reserved]; (d) to the Loan Parties extent constituting Restricted Payments, the Lead Borrower (or any Parent) and each its Restricted Subsidiary Subsidiaries may make Restricted Payments on account enter into and consummate transactions expressly permitted by any provision of employee stock repurchase programs Section 7.04 or 7.08 (other similar programs in an aggregate amount not to exceed the greater of (xthan Section 7.08(f) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Periodor 7.08(l)); (e) repurchases of Equity Interests in the Lead Borrower or any Restricted Subsidiary of the Lead Borrower deemed to occur upon exercise of stock options or warrants or the settlement or vesting of other equity-based awards if such Equity Interests represent a portion of the exercise price of, or tax withholdings with respect to, such options, or warrants or other equity-based awards; (f) the Lead Borrower and each Restricted Subsidiary may (i) pay withholding (or similar taxes payable may make Restricted Payments to allow any Holdco or any Parent to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests or settlement of equity-based awards of such Restricted Subsidiary (or of the Lead Borrower or any other such Parent) held by any future, present or former employee, director officer, director, manager or officer consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees distributes of any of the foregoing) in connection with any repurchases of Equity Interests such Restricted Subsidiary (or the exercise Lead Borrower or any other Parent) or any of stock options; its Subsidiaries or (fii) [reserved]; (g) [reserved]; (h) [reserved]; (i) the Borrower may, directly or indirectly, make Restricted Payments in the form of distributions to Holdings and allow any intermediate holding company Holdco or any Parent to pay principal or interest on promissory notes that were issued to any future, present or former employee, officer, director, manager or consultant (or on behalf any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year; (j) the Borrower may make additional Restricted Payments, so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making foregoing) of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom; (l) the Borrower may declare and pay dividends on the Borrower’s common equity Subsidiary (or the payment Lead Borrower or any Parent) in lieu of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or cash payments for the redemption, purchase, repurchase, defeasance retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons, in each case, upon the death, disability, retirement or termination of employment or services, as applicable, of any Equity Interests such Person or pursuant to any employee, manager or director equity plan, employee, manager or director stock option plan or any other employee, manager or director benefit plan or any agreement (including any stock subscription agreement, shareholder agreement or stockholder’s agreement) with any employee, director, officer or ​ 163 ​ 133055744_29 ​ consultant of such Restricted Subsidiary (or the Lead Borrower in an amount not to exceed 7.0% per annum or any Parent) or any of the Market Capitalization of the Borrowerits Restricted Subsidiaries; and (m) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed (A) the greater of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made in reliance on clause (n) of the definition of “Permitted Investments”, less (C) provided that the aggregate amount of Restricted Debt Payments made pursuant to this clause (f) shall not exceed $30,000,000 in reliance on Section 7.07(a)(iv).any calendar year; provided, further, that unused amounts in any calendar year may be used in the next two succeeding years; provided, further, that such amount in any calendar year may further be increased by an amount not to exceed:

06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that that, in each of the following shall be permitted:case: ​ (ia) The Loan Parties and their each Subsidiary of a Borrower may make Restricted Subsidiaries mayPayments, directly or indirectly, make Restricted Payments to any Loan Party and such Borrower; (iib) non-Loan Party Restricted Excluded Subsidiaries may make Restricted Payments to any other non-Loan Party Restricted SubsidiaryExcluded Subsidiaries; (bc) Borrowers may make Restricted Payments to GSM to the Loan Parties and extent necessary to permit GSM to make payments on the Secured Note Debt permitted under Section 8.11. (d) each Restricted Subsidiary Borrower may declare and make non-cash dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such PersonBorrower; (ce) the Loan Parties so long as no Default or Event of Default shall have occurred and each Restricted Subsidiary be continuing or be caused thereby, any Borrower may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests issued by it or warrants or options to acquire any such shares in connection with the proceeds received from the substantially concurrent issue of new common Equity Interests; (d) the Loan Parties and each Restricted Subsidiary may make Restricted Payments on account of customary employee stock repurchase programs or other similar programs management agreements, plans or arrangements, all in an aggregate amount not to exceed $1,000,000 during the greater term of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period; (e) the Borrower and each Restricted Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) in connection with any repurchases of Equity Interests or the exercise of stock optionsthis Agreement; (f) [reserved]any Borrower or Subsidiary thereof may make Restricted Payments to GSM to the necessary to permit GSM to pay administrative costs and expenses related to the business of the Borrowers and their Subsidiaries, not to exceed $1,000,000 in the aggregate for all Borrowers and Subsidiaries thereof in any Fiscal Year of the Consolidated Group, so long as GSM applies the amount of such Restricted Payments for such purpose; (g) [reserved];any Borrower or Subsidiary thereof (other than an Excluded Subsidiary) may make Permitted Tax Distributions to GSM; and (h) [reserved]; (i) the Borrower maysolely if, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year; (j) the Borrower may make additional Restricted Payments, so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making of such Restricted PaymentPayment and after giving Pro Forma Effect thereto, of no greater than 4.00:1.00, (k) the Payment Conditions are satisfied with respect thereto, any Borrower or Subsidiary thereof may make additional other Restricted Payments (other than the types of Restricted Payments described in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(aclauses (a) or through (fe) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom; (l) the Borrower may declare and pay dividends on the Borrower’s common equity (or the payment of dividends to Holdings (directly or indirectlyabove) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borrower; and (m) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed (A) the greater of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made in reliance on clause (n) of the definition of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(iv)GSM.

06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or accept any capital contributions, except that each that, so long as no Default shall have occurred and be continuing at the time of the following shall be permittedany action described below or would result therefrom: (ia) The Loan Parties and their Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries each Subsidiary may make Restricted Payments to the U.S. Borrower, any Subsidiaries of the U.S. Borrower that are Guarantors and any other non-Loan Party 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 SubsidiaryPayment is being made; (b) the Loan Parties U.S. Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Loan Parties and each Restricted Subsidiary U.S. Borrower may declare or pay cash dividends to its stockholders or purchase, redeem or otherwise acquire its common Equity Interests issued by it with or as a dividend, return of capital or other distribution in respect of any of the proceeds received from the substantially concurrent issue of new common U.S. Borrower’s or a Subsidiary’s Equity Interests;; provided that no Default or Event of Default has occurred and is continuing at the time of any dividend repurchase, redemption or other acquisition, such return of capital or other such distribution, and no Default or Event of Default would occur after giving effect thereto, and so long as, on a pro forma basis, the Consolidated Leverage Ratio is less than or equal to the Consolidated Leverage Ratio required in Section 7.11(a) (if calculated on the Closing Date, this would be up to 3.50:1.00) after giving effect to such cash dividend or such purchase, redemption or other acquisition, return of capital or other such distribution; and (d) the Loan Parties and each Restricted Subsidiary may make Restricted Payments on account of employee stock repurchase programs or other similar programs in an aggregate amount not to exceed the greater of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period; (e) the Borrower and each Restricted Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) in connection with any repurchases of Equity Interests or the exercise of stock options; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year; (j) the Borrower may make additional Restricted Payments, so long as (x) no Default or Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect any Subsidiary may make payments of Indebtedness subordinated to the Obligations to the extent permitted by the terms of a written subordination agreement, provided such subordinated Indebtedness is subject to such Restricted Paymentwritten subordination agreement, entered into with the Borrower would be Administrative Agent in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior form and substance satisfactory to the date of making of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom; (l) the Borrower may declare and pay dividends on the Borrower’s common equity (or the payment of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borrower; and (m) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed (A) the greater of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made in reliance on clause (n) of the definition of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(iv)Administrative Agent.

06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each of the following shall be permittedthat: (a) (i) The Loan Parties and their Restricted Subsidiaries may, directly or indirectly, each Subsidiary may make Restricted Payments to any Loan Party and (ii) non-each Subsidiary that is not a Loan Party Restricted Subsidiaries may make Restricted Payments to any each other non-Subsidiary that is not a Loan Party Restricted SubsidiaryParty; (b) the Loan Parties Borrower may make (i) any payment of cash in lieu of a fractional share in accordance with the terms of any indenture (or equivalent agreement) governing Permitted Convertible Bond Indebtedness and each Restricted Subsidiary (ii) subject to any subordination provisions applicable thereto, regularly scheduled interest payments (including any additional and/or special interest) and normal course fee payments as and when due in accordance with the terms of any indenture (or equivalent agreement) governing Permitted Convertible Bond Indebtedness; (c) the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Personits Qualified Capital Stock; (ci) the Loan Parties Borrower may purchase any Permitted Equity Derivatives contemporaneously and each Restricted Subsidiary otherwise in connection with the issuance of Permitted Convertible Bond Indebtedness and (ii) in connection with the maturity of, or any conversion, redemption or repurchase or Permitted Convertible Bond Indebtedness, the Borrower may settle, terminate or unwind any related Permitted Equity Derivatives; (e) the Borrower may purchase, redeem or otherwise acquire its Qualified Capital Stock with Qualified Equity Interests issued by it with the proceeds Issuance Proceeds received from the substantially concurrent issue issuance of new common Equity Interests;its Qualified Capital Stock; ​ (df) the Loan Parties Borrower and each Restricted any Subsidiary may (i) make Restricted Payments on account repurchases or redemptions of employee its Equity Interests (x) in connection with the exercise of stock repurchase programs options or restricted stock awards if such Equity Interests represent all or a portion of the exercise price thereof or (y) deemed to occur upon the withholding of a portion of such Equity Interests issued to directors, officers or employees of the Borrower or any Subsidiary under any stock option plan or other similar programs benefit plan or agreement for directors, officers and employees of the Borrower and its Subsidiaries to cover withholding tax obligations of such Persons in respect of such issuance and (ii) make other Restricted Payments, not exceeding [***] in the aggregate for any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, officers and employees of the Borrower and its Subsidiaries; and (g) the Borrower may repurchase its stock from former employees, directors, or consultants under the terms of applicable stock option plans, employment agreements, repurchase agreements or otherwise, in an aggregate amount not to exceed [***] in any fiscal year. Notwithstanding anything to the greater of contrary in this Agreement or any other Loan Document, (x) $150,000,000 for the avoidance of doubt, in no event shall any Loan Party make any Restricted Payment constituting or comprised of, in whole or in part, (A) any Material Intellectual Property or (B) Nefecon or any Intellectual Property or other rights associated with Nefecon and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period; (e) the Borrower and each Restricted Subsidiary may pay withholding or similar taxes payable by in no event shall any future, present or former employee, director or officer (Loan Party or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of Subsidiary make any of the foregoing) in connection with any repurchases of Equity Interests or the exercise of stock options; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year; (j) the Borrower may make additional Restricted Payments, so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom; (l) the Borrower may declare and pay dividends on the Borrower’s common equity (or the payment of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borrower; and (m) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed (A) the greater of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made in reliance on clause (n) of the definition of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(iv)[***].

06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each of the following shall be permittedexcept: (ia) The Loan Parties each Subsidiary may declare and their Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party the Borrower and (ii) non-Loan Party Restricted Subsidiaries may make Restricted Payments to any Subsidiary that owns Equity Interests of such Subsidiary (and, in the case of a dividend or other nondistribution by a Non-Loan Party Restricted SubsidiaryWholly Owned Subsidiary of the Borrower, to the Borrower or other Subsidiary and to each other owner of Equity Interests of such Non-Wholly Owned Subsidiary ratably based on their relative ownership interests); (b) the Loan Parties Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions Restricted Payments payable solely in the common stock or other common Equity Interests Qualified Capital Stock of such Person; (c) the Loan Parties Borrower and each Restricted Subsidiary may purchaseredeem, redeem repurchase, retire or otherwise acquire Equity Interests issued by it with to the proceeds received from extent such redemption, repurchase, retirement or other acquisition is deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the substantially concurrent issue exercise price of new common Equity Interestssuch options; (d) the Loan Parties and each Restricted Subsidiary may make Restricted Payments on account of employee stock repurchase programs or other similar programs in an aggregate amount not to exceed the greater of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period; (e) the Borrower and each Restricted Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) in connection with any repurchases of Equity Interests or the exercise of stock options; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year; (j) the Borrower may make additional Restricted Payments, so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, at the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making time of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom; (l) , the Borrower may declare and pay dividends on the Borrower’s common equity (repurchase or the payment of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests redeem Qualified Capital Stock of the Borrower in an amount not to exceed 7.0% per annum held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of the Market Capitalization Borrower or any Subsidiary, upon their death, disability, retirement, severance or termination of 13743030v113743030v2 ​ employment or service; provided, that, the aggregate cash consideration paid for all such redemptions and repurchases shall not exceed $2,000,000 in any fiscal year of the Borrower; and (me) the Borrower or any Subsidiary may make additional any Restricted Payments in an aggregate amount not Payment; provided, that, (i) no Default shall have occurred and be continuing at the time of such Restricted Payment or would result therefrom, and (ii) upon giving Pro Forma Effect to exceed any such Restricted Payment, (A) the greater Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 as of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less ended fiscal quarter of the Borrower for which the Borrower was required to deliver financial statements pursuant to Section 6.01(a) or (b), and (B) the aggregate amount of Investments made in reliance on clause Consolidated Leverage Ratio is less than 2.75 to 1.0 (n) of and, if requested by the definition of “Permitted Investments”Administrative Agent or any Lender, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(ivBorrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating compliance with such conditions).; and (f) to the extent constituting a Restricted Payment, any Junior Debt Payment permitted pursuant to Section 7.14(a)(iv).

06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each that, so long as no Default or Event of the following Default shall have occurred and be permittedcontinuing prior to or immediately after giving effect to any action described below or would result therefrom: (ia) The each Subsidiary of a Loan Parties and their Restricted Subsidiaries may, directly or indirectly, Party may make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries may make Party; provided that no Restricted Payments shall be made to any other non-Loan Party the Parent unless reasonably contemporaneously therewith, the Parent makes a Restricted SubsidiaryPayment (the “Subsequent Restricted Payment”) to its stockholders in like amount and such Subsequent Restricted Payment is expressly permitted by the terms of this Section 7.06; (b) the Loan Parties and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Loan Parties may issue and each Restricted Subsidiary may purchase, redeem or otherwise acquire sell Equity Interests issued by it provided that (i) (A) with the proceeds received from the substantially concurrent issue of new common respect to any Equity Interests;, all dividends in respect of which are to be paid (and all other payments in respect of which are to be made) shall be in additional shares of such Equity Interests, in lieu of cash, (B) such Equity Interests shall not be subject to redemption other than redemption at the option of the Loan Party issuing such Equity Interests, and (C) all payments in respect of such Equity Interests are expressly subordinated to the Obligations, and (ii) no Loan Party shall issue any additional Equity Interests in a Subsidiary; and (d) if the Loan Parties and each Restricted Subsidiary Payment Conditions are satisfied, the Parent may make Restricted Payments on account of employee stock repurchase programs declare or other similar programs in an aggregate amount not pay cash dividends to exceed the greater of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Periodits stockholders; (e) from the Borrower and each Restricted Subsidiary First Amendment Effective Date through March 31, 2023, Parent may pay withholding repurchase its Equity Interests in any transaction or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees series of any related transactions which are part of the foregoing) “Repurchase Plan” (as defined in connection Parent’s 8-K report filed with any repurchases of Equity Interests or the exercise of stock options; (f) [reserved]; (g) [reserved]; (h) [reserved]; SEC on March 24, 2022); provided that (i) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf aggregate consideration for all of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount repurchases shall not to exceed $35,000,000 in any Fiscal Year; 75,000,000, and (jii) the Borrower may make additional Restricted Payments, so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, the Borrower would be in compliance with a Total Leverage Ratio, calculated Payment Conditions are satisfied as of the last day making of each such repurchase and after giving effect thereto (except that the Loan Parties shall not be required to deliver to the Administrative Agent the updated Borrowing Base Certificate or evidence of satisfaction of the Measurement Period most recently ended on or prior to the date of making of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional Restricted Payments conditions contained in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom; (l) the Borrower may declare and pay dividends on the Borrower’s common equity (or the payment of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borrower; and (m) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed (A) the greater of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made in reliance on clause (nii) of the definition of “Permitted Investments”, less Payment Conditions” described in the last sentence of such definition); and (Cf)Parent may repurchase its Equity Interests in any other transaction or series of related transactions which are part of a common plan completed on or at any time within ninety (90) days after the aggregate amount commencement thereof so long as the Payment Conditions are satisfied as of Restricted Debt Payments made in reliance on Section 7.07(a)(iv)the making of each such repurchase and after giving effect thereto.

06Restricted Payments. Declare Make or make, directly commit itself to make or indirectly, declare any Restricted PaymentPayment at any time, or incur any obligation (contingent or otherwise) to do so, except that each of the following shall be permittedprovided that: (ia) The Loan Parties and their Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries each Subsidiary may make Restricted Payments Capital Distributions to the Borrower, any Subsidiaries of the Borrower that are Guarantors and any other non-Loan Party Restricted Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Capital Distribution is being made; (b) the Loan Parties Borrower and each its Subsidiaries may make non-scheduled prepayments, repurchases or redemptions in respect of Junior Indebtedness and Subordinated Indebtedness (a “Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Debt Payment”) so long as such Restricted Debt Payment is made (i) with proceeds of qualified Equity Interests (other than the proceeds of such Personan equity cure) or consideration paid in qualified Equity Interests that are not otherwise applied, (ii) in connection with the Transactions and (iii) in respect of any AHYDO Catch Up Payments; (c) the Loan Parties Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it make Restricted Payments with the proceeds received from the substantially concurrent issue of new common Equity Interests; (d) the Loan Parties Borrower may declare and each Restricted Subsidiary may make Restricted Payments on account pay dividends with respect to its common stock payable solely in additional shares of employee its common stock, and, with respect to its preferred stock, and except as otherwise set forth herein, payable solely in additional shares of such preferred stock repurchase programs or other similar programs in an aggregate amount not to exceed the greater shares of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Periodits common stock; (e) the Borrower and each its Subsidiaries may make Restricted Subsidiary may pay withholding Payments on the Series D Preferred Stock subject to compliance with a Consolidated Net Leverage Ratio less than or similar taxes payable by any future, present or former employee, director or officer equal to 2.50:1.00; provided that the Restricted Payments under this clause (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any e) shall not exceed 7.0% of the foregoing) aggregate amount of proceeds received in connection with any repurchases respect of Equity Interests or the exercise of stock options;Series D Preferred Stock; and (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) the Borrower may, directly or indirectly, and its Subsidiaries may make Restricted Payments to Holdings and any intermediate holding company (or on behalf constituting a prepayment of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred Indebtedness in connection with the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year; (j) the Borrower may make additional Restricted Payments, so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making Refinancing of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom; (l) the Borrower may declare and pay dividends on the Borrower’s common equity (or the payment of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borrower; and (m) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed (A) the greater of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made in reliance on clause (n) of the definition of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(iv)Indebtedness permitted hereunder.

06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each of the following shall be permittedthat: (ia) The Loan Parties and their each Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries Subsidiary of the Borrower may make Restricted Payments to any other non-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 US 7504294v.5 CHA715/10017​ ​ to their respective holdings of the type of Equity Interests in respect of which such Restricted Payment is being made; (b) the Loan Parties Borrower and each of its Restricted Subsidiary 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 Loan Parties Borrower may declare and each pay cash dividends to Holdings in an amount not to exceed an amount necessary to permit Holdings to pay (i) reasonable and customary corporate and operating expenses relating to maintaining its ownership interest in the Borrower (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, and compensation, benefits and other amounts payable to officers and employees in connection with their employment in the ordinary course of business and to board of director observers), (ii) franchise Taxes and similar fees required to maintain its corporate existence, (iii) any income Taxes imposed on Holdings or its direct or indirect parent of Holdings as the common parent of a consolidated, combined or similar Tax group of which the Borrower and/or its Restricted Subsidiaries are members, up to an amount not to exceed the amount of any such income Taxes that the Borrower and its Restricted Subsidiaries would have been required to pay on a separate company (or a stand-alone Tax group) basis (reduced by any income Taxes paid directly by the Borrower or its Restricted Subsidiaries); provided that in determining the hypothetical income Tax liability of the Borrower and/or its Restricted Subsidiaries on a separate company (or a stand-alone Tax group) basis for the purpose of clause (iii), any interest expense on any Indebtedness incurred by Holdings shall be treated as the interest expense of the Borrower and any dividends by Borrower attributable to the income of any Unrestricted Subsidiary may purchase, redeem shall be permitted only to the extent that cash payments were made for such purpose by such Unrestricted Subsidiary to the Borrower or otherwise acquire Equity Interests issued by it any of its Restricted Subsidiaries and (iv) all costs or fees incurred in compliance with the proceeds received from the substantially concurrent issue or in anticipation of new common Equity Interestscompliance with Securities Laws and state securities Laws; (d) the Loan Parties and each Restricted Subsidiary Borrower may make Restricted Payments on account of employee stock repurchase programs or other similar programs in an aggregate amount not to exceed the greater of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period; (e) the Borrower and each Restricted Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) in connection with any repurchases of Equity Interests or the exercise of stock options; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of allow Holdings or such intermediate holding companyany direct or indirect parent thereof to) to pay obligations repurchase, redeem or otherwise acquire or retire shares of its capital stock held by officers, directors or employees of Holdings or any intermediate holding company incurred in Restricted Subsidiary(or their estates or trusts) following the ordinary course death, disability or termination of business in an amount not to exceed $35,000,000 in employment of any Fiscal Year; (j) the Borrower may make additional Restricted Paymentssuch Person and, so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing (or would result therefrom and (y) after giving pro forma effect to such Restricted Paymenttherefrom), the Borrower would be may pay dividends to Holdings to permit such repurchase, redemption, retirement or acquisition; provided that the aggregate amount of payments to Holdings by the Borrower under this clause (d) will not exceed $5.0 million in compliance with a Total Leverage Ratio, calculated as any Fiscal Year of the last day of the Measurement Period most recently ended on or prior to the date of making Borrower (with any unused portion of such Restricted Payment, of no greater than 4.00:1.00,scheduled amount available for use in any succeeding Fiscal Year); (ke) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, as no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom, the Borrower and each of its Restricted Subsidiaries may make other Restricted Payments at any time if, after giving effect to such Restricted Payments on a Pro Forma Basis, (i) Excess Availability exceeds $15.0 million or (ii) (x) Excess Availability exceeds $12.5 million and (y) the Consolidated Fixed Charge Coverage Ratio as of the last day of the most recently ended Fiscal Quarter would be not less than 1.10:1.00; US 7504294v.5 CHA715/10017​ ​ (f) Investments permitted by Section 7.03; (lg) 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 declare make Restricted Payments to Holdings or to any direct or indirect parent of Holdings (and pay 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 equity (stock following the first public offering of the Borrower’s common stock or the payment of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement stock of any Equity Interests of its direct or indirect parents after the Borrower in an amount not Closing Date, of up to exceed 7.06.0% per annum of the Market Capitalization of 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) of this Section 7.06 and (ii) no Event of Default occurred and was continuing; and (mk) the Borrower may Special Distribution; provided, for purposes of calculating the amount available to make additional Restricted Payments in an aggregate amount not to exceed (A) the greater of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made Payments, any dividend or distribution paid in reliance on clause (nj) shall be deemed to be a Restricted Payment on the date of declaration and not on the definition date of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(iv)payment.

06Restricted Payments. Declare or makepay any dividend or make any other distribution (by reduction of capital or otherwise), directly or indirectly, whether in cash, property, securities or a combination thereof, with respect to any Restricted Payment, or incur any obligation of its Equity Interests (contingent or otherwiseother than dividends and distributions on Equity Interests payable solely by the issuance of additional Equity Interests (other than Disqualified Stock) to do so, except that each of the following shall be permittedPerson paying such dividends or distributions) or directly or indirectly redeem, purchase, retire or otherwise acquire for value any of its Equity Interests or set aside any amount for any such purpose (other than through the issuance of additional Equity Interests (other than Disqualified Stock) of the Person redeeming, purchasing, retiring or acquiring such shares) (the foregoing, “Restricted Payments”) other than: (1) the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Borrower Representative) of, Equity Interests of the Borrower Representative (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Borrower Representative, other than (a) Excluded Contributions, (b) Cure Amounts and (c) any such proceeds that are used prior to the date of determination to (i) The Loan Parties and their make a Restricted Subsidiaries may, directly Payment under Section 6.06(2)(b) or indirectly, make (ii) incur Contribution Indebtedness; (2) Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries may make Restricted Payments Parent Entity the proceeds of which are used to purchase, retire, redeem or otherwise acquire, or to any Parent Entity for the purpose of paying to any other non-Loan Party Restricted Subsidiary; (b) Parent Entity to purchase, retire, redeem or otherwise acquire, the Loan Parties and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; Parent Entity (cincluding related stock appreciation rights or similar securities) held directly or indirectly by then present or former directors, consultants, officers, employees, managers or independent contractors of Holdings, any Borrower or any of the Loan Parties and each Restricted Subsidiary may purchaseSubsidiaries or any Parent Entity or their estates, redeem ​ heirs, family members, spouses or otherwise acquire former spouses (including for all purposes of this clause (2), Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new common Equity Interests; (d) the Loan Parties and each Restricted Subsidiary may make Restricted Payments on account of employee stock repurchase programs or other similar programs in an aggregate amount not to exceed the greater of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period; (e) the Borrower and each Restricted Subsidiary may pay withholding or similar taxes payable held by any entity whose Equity Interests are held by any such future, present or former employee, director officer, director, manager, consultant or officer (independent contractor or any spouses, former spouses, successors, executors, administratorstheir estates, heirs, legatees family members, spouses or distributees former spouses) pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement or any stock subscription or shareholder or similar agreement; provided that the aggregate amount of such purchases or redemptions may not exceed: (a) $25.0 million in any fiscal year (with any unused amounts in any fiscal year being carried over to the next three succeeding fiscal years); plus (b) the amount of net cash proceeds contributed to the Borrower Representative that were received by any Parent Entity since the Closing Date from sales of Equity Interests of any Parent Entity to directors, consultants, officers, employees, managers or independent contractors of any Parent Entity, any Borrower or any Restricted Subsidiary in connection with permitted employee compensation and incentive arrangements, other than (a) Excluded Contributions, (b) Cure Amounts and (c) any such proceeds that are used prior to the date of determination to (1) make a Restricted Payment under Section 6.06(1) or (2) incur Contribution Indebtedness; plus (c) the amount of net proceeds of any key man life insurance policies received during such fiscal year; plus (d) the amount of any bona fide cash bonuses otherwise payable to directors, consultants, officers, employees, managers or independent contractors of any Parent Entity, any Borrower or any Restricted Subsidiary that are foregone in return for the receipt of Equity Interests, the fair market value of which is equal to or less than the amount of such cash bonuses, which, if not used in any year, may be carried forward to any subsequent fiscal year; and provided, further, that cancellation of Indebtedness owing to any Borrower or any Restricted Subsidiary from directors, consultants, officers, employees, managers or independent contractors of any Parent Entity, any Borrower or any Restricted Subsidiary in connection with a repurchase of Equity Interests of any Parent Entity will not be deemed to constitute a Restricted Payment; (3) Restricted Payments to consummate the Transactions; (4) Restricted Payments in an amount equal to 6.0% per annum of the foregoingnet cash proceeds received from any public sale of the Equity Interests of any Parent Entity that are contributed to the Borrowers in cash; (5) In the event Holdings files a consolidated, combined, unitary or similar type income tax return with any Person, Borrowers may make dividends and distributions to such Person in amounts required for such Person to pay federal and state income taxes then due and payable which are directly attributable to the income of Borrowers; provided, that such amounts are used by such Person for such purpose and do not, in any fiscal year, exceed the amount Borrowers would have been required to pay in respect of federal and state income taxes for such fiscal year had Borrowers been stand-alone taxpayers or stand-alone group (separate from such Person); (6) Restricted Payments to permit any Parent Entity to: (a) pay operating, overhead, legal, accounting and other professional fees and expenses (including directors’ fees and expenses and administrative, legal, accounting, filings and similar expenses), in each case to the extent related to its separate existence as a holding company or to its ownership of the Borrowers and the Restricted Subsidiaries; (b) pay fees and expenses related to any public offering or private placement of debt or equity securities of, or incurrence of any Indebtedness by, any Parent Entity or any Permitted Investment, whether or not consummated; (c) pay franchise taxes and other similar taxes and expenses, in each case, in connection with the maintenance of its legal existence; (d) make payments under transactions permitted under Section 6.07 (other than Section 6.07(8)) or Article VII, in each case to the extent such payments are due at the time of such Restricted Payment; or (e) pay customary salary, bonus and other compensation or benefits payable to, and indemnities provided on behalf of, officers, employees, directors, managers, consultants or independent contractors of any Parent Entity to the extent related to its ownership of the Borrowers and the Restricted Subsidiaries; (7) non-cash repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (8) Restricted Payments to allow any Parent Entity to make, or to any Parent Entity for the purpose of paying to any other Parent Entity to make, payments in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Equity Interests of any such Person, in connection with any repurchases merger, consolidation, amalgamation or other business combination, or in connection with any dividend, distribution or split of Equity Interests or the exercise of stock optionsInterests; (f9) [reserved]; (g10) Restricted Payments to any Borrower or any Restricted Subsidiary (or, in the case of non-Wholly Owned Subsidiaries, to any Borrower and to each other owner of Equity Interests of such Restricted Subsidiary) on a pro rata basis (or more favorable basis from the perspective of any Borrower or such Restricted Subsidiary) based on their relative ownership interests so long as any repurchase of its Equity Interests from a Person that is not any Borrower or a Restricted Subsidiary is permitted under Section 6.04); (11) Restricted Payments to any Parent Entity to finance, or to any Parent Entity for the purpose of paying to any other Parent Entity to finance, any Permitted Investment; provided that (a) such Restricted Payment is made substantially concurrently with the closing of such Investment and (b) promptly following the closing thereof, such Parent Entity causes (i) all property acquired (whether assets or Equity Interests) to be contributed to any Borrower or any Restricted Subsidiary of any Borrower or (ii) the merger, consolidation or amalgamation (to the extent permitted by Section 6.05) of the Person formed or acquired into any Borrower or any Restricted Subsidiary of any Borrower in order to consummate such Permitted Investment, in each case, in accordance with the requirements of Section 5.10; ​ (12) the payment of any dividend or distribution or consummation of any redemption within 60 days after the date of declaration thereof or the giving of a redemption notice related thereto, if at the date of declaration or notice such payment would have complied with the provisions of this Agreement; (13) [reserved]; (h14) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to any Borrower or any Restricted Subsidiary by, one or more Unrestricted Subsidiaries (other than Unrestricted Subsidiaries the primary assets of which are cash or Cash Equivalents); (15) [reserved]; (i16) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year; (j) the Borrower may make additional Restricted Payments, so long as ; provided that (xi) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred any such Restricted Payment other than any Restricted Payment of Share Repurchases, both immediately before any such Restricted Payment is made and be continuing or would result therefrom and (y) immediately after giving pro forma effect to such Restricted Payment, the Borrower would be in compliance Payment Conditions are satisfied and (ii) with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior respect to the date of making of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time any such Restricted Payment is paidof Share Repurchases, so long as, the RP Conditions are satisfied; (17) any Restricted Payment made at any time in an amount not exceeding the Shared Dollar Basket at such time; provided that no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing exist or would result therefrom; (l) the Borrower may declare and pay dividends on the Borrower’s common equity (or the payment of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borrower; and (m18) the Borrower may make additional [reserved]; (19) Restricted Payments in an aggregate amount not connection with the issuance of Equity Interests to exceed management or employees pursuant to and in accordance with compensation agreements with such management or employees of Holdings and its Subsidiaries in such reasonably estimated amounts as are necessary to satisfy the tax obligations of such management or employees (Aincluding estimated tax payments) the greater of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made in reliance on clause (n) as a result of the definition issuance of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(iv)such Equity Interests.

06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each of the following shall be permittedexcept: (ia) The Loan Parties each Subsidiary may declare and their Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party the Borrower and (ii) non-Loan Party Restricted Subsidiaries may make Restricted Payments to any Subsidiary that owns Equity Interests of such Subsidiary (and, in the case of a dividend or other nondistribution by a Non-Loan Party Restricted SubsidiaryWholly Owned Subsidiary of the Borrower, to the Borrower or other Subsidiary and to each other owner of Equity Interests of such Non-Wholly Owned Subsidiary ratably based on their relative ownership interests); (b) the Loan Parties Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions Restricted Payments payable solely in the common stock or other common Equity Interests Qualified Capital Stock of such Person; (c) the Loan Parties Borrower and each Restricted Subsidiary may purchaseredeem, redeem repurchase, retire or otherwise acquire Equity Interests issued by it with to the proceeds received from extent such redemption, repurchase, retirement or other acquisition is deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the substantially concurrent issue exercise price of new common Equity Interestssuch options; (d) the Loan Parties and each Restricted Subsidiary may make Restricted Payments on account of employee stock repurchase programs or other similar programs in an aggregate amount not to exceed the greater of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period; (e) the Borrower and each Restricted Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) in connection with any repurchases of Equity Interests or the exercise of stock options; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year; (j) the Borrower may make additional Restricted Payments, so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, at the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making time of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom; (l) , the Borrower may declare and pay dividends on the Borrower’s common equity (repurchase or the payment of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests redeem Qualified Capital Stock of the Borrower in an amount not to exceed 7.0% per annum held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of the Market Capitalization Borrower or any Subsidiary, upon their death, disability, retirement, severance or termination of employment or service; provided, that, the aggregate cash consideration paid for all such redemptions and repurchases shall not exceed $2,000,000 in any fiscal year of the Borrower; and (me) the Borrower or any Subsidiary may make additional any Restricted Payments in an aggregate amount not Payment; provided, that, (i) no Default shall have occurred and be continuing at the time of such Restricted Payment or would result therefrom, and (ii) upon giving Pro Forma Effect to exceed any such Restricted Payment, (A) the greater Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 as of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less ended fiscal quarter of the Borrower for which the Borrower was required to deliver financial statements pursuant to Section 6.01(a) or (b), and (B) the aggregate amount of Investments made in reliance on clause Consolidated Leverage Ratio is less than 2.75 to 1.0 (n) of and, if requested by the definition of “Permitted Investments”Administrative Agent or any Lender, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(ivBorrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating compliance with such conditions).

06Restricted Payments. Declare Such Obligor 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, or incur any obligation (contingent or otherwise) to do so, except ; provided that each of the following Restricted Payments shall be permittedpermitted so long as no Default (solely in the case of clauses (a), (b), (d), (h), (i) or (j) below) or Event of Default has occurred and is continuing or could reasonably be expected to occur or result from such Restricted Payment: (ia) The Loan Parties and their Restricted Subsidiaries may, directly dividends with respect to the Borrower’s Equity Interests payable solely in shares of its Qualified Equity Interests (or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries may make Restricted Payments to any other non-Loan Party Restricted Subsidiarythe equivalent thereof); (b) the Loan Parties and each Restricted Subsidiary may declare and make dividend payments Borrower’s purchase, redemption, retirement, or other distributions payable solely in the common stock or other common acquisition of shares of its Equity Interests with the proceeds received from a substantially concurrent issue of such Personnew shares of its Qualified Equity Interests; (c) the Loan Parties and each Restricted dividends or distributions paid in cash by any Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new common Equity Intereststo any Obligor; (d) the Loan Parties and each Restricted Subsidiary may make Restricted Payments on account of employee stock repurchase programs any purchase, redemption, retirement or other similar programs in an aggregate amount acquisition of Equity Interests of the Borrower held by officers, directors and employees or former officers, directors or employees (or their transferees, estates, or beneficiaries under their estates) of Borrower and its Subsidiaries not to exceed $[***] (or the greater of (xEquivalent Amount in other currencies) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Periodin any fiscal year; (e) the Borrower cashless exercises of options and each Restricted Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) in connection with any repurchases of Equity Interests or the exercise of stock optionswarrants; (f) [reserved]cash payments made by the Borrower in lieu of fractional shares upon exercise of warrants or options or conversions of convertible securities; (g) [reserved]Borrower may acquire (or withhold) its Equity Interests pursuant to any employee equity incentive or similar plan to pay withholding taxes for which Borrower is liable in respect of a current or former officer, director, employee, member of management or consultant upon such grant or award (or upon vesting or exercise thereof); (h) [reserved]any Investment permitted pursuant to Section 9.05 to the extent constituting a Restricted Payment; (i) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year;Permitted Tax Distributions; and (j) the Borrower may make additional Restricted Payments, so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional other Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom; (l) the Borrower may declare and pay dividends on the Borrower’s common equity $[***] (or the payment Equivalent Amount in other currencies) in any fiscal year. -86- 268911794 v5 ​ ​ ​ Notwithstanding anything to the contrary in the foregoing, (i) the issuance of, entry into (including any payments of dividends to Holdings premiums in connection therewith), performance of obligations under (directly or indirectly) to fund a payment including any payments of dividends on such entity’s common equity) or the redemptioninterest), purchaseand conversion, exercise, repurchase, defeasance redemption, settlement or early termination or cancellation of (whether in whole or in part and including by netting or set-off) (in each case, whether in cash, Common Stock or, following a merger event or other acquisition change of the Common Stock, other securities or retirement property), or the satisfaction of any Equity Interests condition that would permit or require any of the Borrower foregoing, any Permitted Convertible Debt, any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction, in an amount each case, shall not to exceed 7.0% per annum of the Market Capitalization of constitute a Restricted Payment by the Borrower; and , and (mii) the Borrower may make additional BXCL 701 Disposition Proceeds shall not be used for any Restricted Payments in (other than dividends or distributions paid to an aggregate amount not to exceed (A) the greater of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made in reliance on clause (n) of the definition of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(ivObligor).. ​

06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each of the following shall be permittedpermitted so long as no Default or Event of Default shall have occurred and be continuing prior, or immediately after giving effect, to the following, or would result therefrom: (i) The Loan Parties and their Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries may make Restricted Payments to any other non-Loan Party Restricted Subsidiary; (b) the Loan Parties and each Restricted Material Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Loan Parties and each Restricted Material Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new common Equity Interests; (d) the Loan Parties and each Restricted Material Subsidiary may make Restricted Payments on account of employee stock repurchase programs or other similar programs in an aggregate amount not to exceed the greater of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period50,000,000 in any Fiscal Year; (e) the Lead Borrower and each Restricted Material Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) in connection with any repurchases of Equity Interests or the exercise of stock options; (f) [reserved]the Lead Borrower may make Restricted Payments to Holdings in an amount necessary to pay the contractual rate of interest on the Senior Notes; (g) [reserved]the Lead Borrower may make Restricted Payments to Holdings in an amount equal to the amount contributed by Holdings to the Lead Borrower consisting of the proceeds of the Senior Notes; provided that, until such Restricted Payment is made, such contribution by Holdings to the Lead Borrower shall remain in a segregated account, and the proceeds thereof shall not be used for any other purpose; (h) [reserved]the Loan Parties and Material Subsidiaries may make Restricted Payments from cash on hand and not with proceeds of the Loans so long as (i) for the one hundred twenty (120) days before any such Restricted Payment, no Loans have been outstanding, (ii) for each of the one hundred twenty (120) days preceding such Restricted Payment, the Borrowers shall have had cash on hand sufficient to make such Restricted Payment without the necessity of obtaining proceeds of Loans for the operations of their business or for the purpose of making such Restricted Payment, and (C) immediately after giving effect to such Restricted Payment, no Loans are outstanding; (i) the Lead Borrower may, directly or indirectly, may make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding companyHoldings) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 10,000,000 in any Fiscal Year;; and (j) if the RP Conditions are satisfied (and the Lead Borrower has delivered a Transaction Certificate to the Agent), the Loan Parties and Material Subsidiaries may make additional Restricted Payments, so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional other Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom; (l) the Borrower may declare and pay dividends on the Borrower’s common equity (or the payment of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borrower; and (m) the Borrower may make additional than Restricted Payments in an aggregate amount not to exceed (A) the greater of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made in reliance on clause (n) of the definition of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(ivIntellectual Property).

06Restricted Payments. Declare The Issuer shall not, and shall not 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 (contingent or otherwise) to do so, except ; provided that each of the following Restricted Payments shall be permittedpermitted so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur or result from such Restricted Payment: (ia) The Loan Parties and their Restricted Subsidiaries may, directly dividends with respect to the Issuer’s Equity Interests payable solely in shares of its Qualified Equity Interests (or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries may make Restricted Payments to any other non-Loan Party Restricted Subsidiarythe equivalent thereof); (b) the Loan Parties and each Restricted Subsidiary may declare and make dividend payments Issuer’s purchase, redemption, retirement or other distributions payable solely acquisition of its Equity Interests that (i) with respect to any such Person, the aggregate purchase, redemption, retirement or other acquisition cost or price does not exceed $1,000,000 in the common stock aggregate since the Closing Date and (ii) with respect to all such purchases, redemptions, retirements or other common Equity Interests of such Personacquisitions made pursuant to this Section 9.06(b) since the Closing Date, the aggregate cost or price does not exceed $4,000,000; (c) the Loan Parties and each Restricted dividends paid by any Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new common Equity InterestsGuarantor to any other Obligor; (d) upon the Loan Parties and each Restricted Subsidiary may make Restricted Payments on account of employee stock repurchase programs death, incapacity or other similar programs in an aggregate amount not to exceed the greater of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period; (e) the Borrower and each Restricted Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees termination of any natural person that is a holder of Qualified Equity Interests of the foregoing) in connection with any repurchases of Equity Interests Issuer or the exercise of a right of first refusal or similar right in respect of any such holder, the Issuer may repurchase the stock options; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings such Qualified Equity Interests of such holder or such intermediate holding company) holder’s family, trusts, estates and heirs pursuant to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business stock repurchase agreements in an amount not to exceed $35,000,000 in any Fiscal Year1,000,000 per fiscal year; (je) cash in lieu of the Borrower may make additional Restricted Payments, so long as (x) no Event issuance of Default under Section 8.01(a) or fractional shares not to exceed $1,000,000 per fiscal year; (f) (with respect dividends paid by any Immaterial Subsidiary to the Borrower) shall have occurred and be continuing any other Immaterial Subsidiary or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefromany Obligor; (lg) repurchases of Qualified Equity Interests deemed to occur upon the Borrower may declare and exercise of stock options or warrants if such repurchased Qualified Equity Interests represents a portion of the exercise price of such options or warrants pursuant to a “cashless exercise” or similar feature; (h) repurchases of Qualified Equity Interests deemed to occur upon withholding of a portion of the Qualified Equity Interests granted or awarded to a current or former director, officer, employee or consultant to pay dividends on for the Borrower’s common equity taxes payable by such Person upon such grant or award (or upon vesting thereof); provided that, in each case, no such repurchases shall exceed $1,000,000 per year (calculated since the payment of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or Closing Date), in the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borroweraggregate for all employees; and (mi) (i) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed payment of the purchase price of any Permitted Bond Hedge Transaction or (Aii) the greater settlement, unwinding or termination of all or any portion of any Permitted Warrant Transaction by (I) set-off against the concurrent settlement, unwind or other termination of all or any portion of any related Permitted Bond Hedge Transaction or (II) delivery of ordinary shares. Notwithstanding anything to the contrary in the foregoing, the issuance of, performance of obligations under (including any payments of interest), and conversion, exercise, repurchase, redemption (including, for the avoidance of doubt, a required repurchase in connection with the redemption of Permitted Convertible Indebtedness upon satisfaction of a condition related to the stock price of the ordinary shares), settlement or early termination or cancellation of (xwhether in whole or in part and including by netting or set-off) $350,000,000 and (y) 35% in each case, whether in cash, ordinary shares, following a merger event or other change of Consolidated EBITDA the ordinary shares, other securities or property), or the satisfaction of any condition that would permit or require any of the foregoing, any Permitted Convertible Indebtedness shall not constitute a Restricted Payment by the Issuer for the most recently completed Measurement Period less purposes of this Section 9.06; provided that, to the extent both (Ba) the aggregate amount of Investments made cash payable upon conversion or payment of any Permitted Convertible Indebtedness (excluding any required payment of interest with respect to such Permitted Convertible Indebtedness and excluding any payment of cash in reliance on clause lieu of a fractional share due upon conversion thereof) exceeds the aggregate principal amount thereof and (nb) such conversion or payment does not trigger or correspond to an exercise or early unwind or settlement of a corresponding portion of the definition Permitted Bond Hedge Transactions relating to such Permitted Convertible Indebtedness (including, for the avoidance of “doubt, the case where there is no Bond Hedge Transaction relating to such Permitted Investments”Convertible Indebtedness), less the payment of such excess cash shall not be permitted by this paragraph. Notwithstanding the foregoing, the Issuer may repurchase, exchange or induce the conversion of Permitted Convertible Indebtedness by delivery of shares of ordinary shares and/or a different series of Permitted Convertible Indebtedness and/or by payment of cash (Cin an amount that does not exceed the proceeds received by Issuer from the substantially concurrent issuance of ordinary shares and/or Permitted Convertible Indebtedness plus the net cash proceeds, if any, received by Issuer pursuant to the related exercise or early unwind or termination of the related Permitted Bond Hedge Transactions and Permitted Warrant Transactions, if any, pursuant to the immediately following proviso); provided that, substantially concurrently with, or a commercially reasonable period of time before or after, the related settlement date for the Permitted Convertible Indebtedness that is so repurchased, exchanged or converted, Issuer shall exercise or unwind or terminate early (whether in cash, shares or any combination thereof) the aggregate amount portion of Restricted Debt Payments made in reliance on Section 7.07(a)(iv)the Permitted Bond Hedge Transactions and Permitted Warrant Transactions, if any, corresponding to such Permitted Convertible Indebtedness that are so repurchased, exchanged or converted.

06Restricted Payments. Declare ​ (a) each Subsidiary may declare and make Restricted Payments to any Person that owns Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; ​ (b) Holdings and each Subsidiary may declare and make Restricted Payments payable solely in common stock, other common Equity Interests of such Person or Qualified Equity Interests of such Person; ​ (c) Holdings may make Restricted Payments to repurchase or redeem Qualified Equity Interests of Holdings held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of Holdings or any of its Subsidiaries, upon their death, disability, retirement, severance or termination of employment or service and payment of taxes with respect thereto; provided that the aggregate amount of all such Restricted Payments shall not exceed, during any fiscal year, $1,000,000 (with any unused amounts in any such fiscal year being carried over to the next succeeding fiscal year); (d) Holdings may make payments under the Income Tax Receivable Agreement; ​ ​ (e) so long as no Default or Event of Default has occurred and is continuing, Holdings may make, directly or indirectly, any Restricted Paymentnon-cash repurchases of Equity Interests deemed to occur in connection with the exercise of stock options by directors, or incur any obligation (contingent or otherwise) to do soofficers and management, except that each including without limitation deemed redemptions arising as a result of the following shall be permitted:payment of withholding taxes; provided that such Equity Interests represent a portion of the consideration delivered in connection with the payment of the exercise price of such options; ​ (if) The Loan Parties and their Restricted Subsidiaries may, directly Holdings or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted of its Subsidiaries may make Restricted Payments to any other non-Loan Party Restricted Subsidiary; (b) the Loan Parties and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Loan Parties and each Restricted Subsidiary may purchaseredeem, redeem repurchase or otherwise acquire Equity Interests issued by it with of any Subsidiary that is not a wholly-owned Subsidiary from any holder of Equity Interests in such Subsidiary, so long as, after giving effect thereto, no Default or Event of Default has occurred and is continuing and provided that the proceeds received from the substantially concurrent issue aggregate amount of new common Equity Interests;such redemptions, repurchases or other acquisitions shall not exceed $500,000 in any 12 consecutive month period; ​ (dg) the Loan Parties so long as no Default or Event of Default has occurred and each Restricted Subsidiary is continuing, Holdings may make Restricted Payments on account of employee not exceeding $2,500,000 in any fiscal year pursuant to and in accordance with stock repurchase programs option plans, employment agreements, incentive plans or other similar programs in an aggregate amount not to exceed the greater benefit plans approved by Holdings’ board of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period; (e) the Borrower and each Restricted Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer directors (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) in connection with any repurchases of Equity Interests or the exercise of stock options; (f) [reserved]; (g) [reserved];equivalent governing body); ​ (h) [reserved]; (i) the Borrower mayso long as no Default or Event of Default has occurred and is continuing, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year; (j) the Borrower its Subsidiaries may make additional Restricted Payments, so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional other Restricted Payments in an aggregate amount not to exceed an amount equal $5,000,000 in any fiscal year; ​ (i) so long as no Default or Event of Default has occurred and is continuing, Holdings or any of its Subsidiaries may make any Restricted Payments; provided that after giving effect to the Available Amount at the time any such Restricted Payment is paidon a Pro Forma Basis, so long as, no Event of Default under (i) the Lease Adjusted Consolidated Leverage Ratio shall be less than 4.25 to 1.0 and (ii) Holdings shall be in Pro Forma Compliance with the financial covenants set forth in Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred 7.11; and be continuing or would result therefrom;​ (lj) the Borrower may declare and pay dividends on the Borrower’s common equity (or the payment of dividends to Holdings and distributions within forty-five (directly 45) days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 7.06 (and, if so declared, any such dividend or indirectly) to fund a payment distribution shall, for purposes of dividends on such entity’s common equity) or determining the redemption, purchase, repurchase, defeasance or other acquisition or retirement permissibility of any Equity Interests other Restricted Payment under this Section 7.06, be deemed to have been made as of the Borrower in an amount not to exceed 7.0% per annum date of the Market Capitalization of the Borrower; and (m) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed (A) the greater of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made in reliance on clause (n) of the definition of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(ivsuch declaration until such declaration is revoked or such dividend or distribution is actually made).. ​

06Restricted 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 each that, so long as no Default shall have occurred and be continuing at the time of the following shall be permittedany action described below or would result therefrom: (ia) The Loan Parties and their Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries each Subsidiary may make Restricted Payments to any other non-Loan Party Person that owns Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted SubsidiaryPayment is being made; (b) [reserved]; (c) the Loan Parties Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions distributions, and make other Restricted Payments, payable solely in the common stock or other common Equity Interests of such Person; (cd) the Borrower may repurchase any shares of capital stock of the Borrower; provided that the Loan Parties and each Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it are in Pro Forma Compliance with the proceeds received from the substantially concurrent issue of new common Equity Interests; (d) the Loan Parties and each Restricted Subsidiary may make Restricted Payments on account of employee stock repurchase programs or other similar programs financial covenant set forth in an aggregate amount not to exceed the greater of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period;Section 7.11; and (e) the Borrower and each may make other Restricted Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of Payments; provided that the foregoing) Loan Parties are in connection Pro Forma Compliance with any repurchases of Equity Interests or the exercise of stock optionsfinancial covenant set forth in Section 7.11.; (f) [reserved]the Borrower may make cash payments in connection with any conversion of Convertible Indebtedness in amount not exceeding the sum of (i) the principal amount of such Convertible Indebtedness plus (ii) the amount of any payments received by the Borrower pursuant to the exercise, settlement or termination of any related Permitted Bond Hedge Transactions (or the related portion thereof); (g) [reserved]; (h) [reserved]; (i) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year; (j) the Borrower may make additional Restricted Payments, so long as (x) no Event cash payments in lieu of Default under Section 8.01(a) the issuance of fractional shares in connection with the exercise or (f) (settlement of any warrants or other option or forward contract with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom; (l) the Borrower may declare and pay dividends on the Borrower’s common equity (capital stock or the payment conversion or exchange of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance Convertible Indebtedness or other acquisition securities convertible into or retirement of any exchangeable for Equity Interests of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borrower; and (mh) the Borrower may make additional Restricted Payments payments in an aggregate amount not to exceed connection with (i) the purchase of a Permitted Bond Hedge Transaction and (ii) the settlement, unwind or termination (in whole or in part) of any Permitted Warrant Transaction (x) by delivery of shares of the Borrower’s common stock upon net share settlement thereof or (y) by (A) the greater set-off against amounts payable in respect of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made in reliance on clause (n) of the definition of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(iv).​ ​

06Restricted Payments. Declare The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each of the following shall be permitted: (i) The Loan Parties and their Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries may make Restricted Payments to any other non-Loan Party Restricted Subsidiary; (b) the Loan Parties and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Loan Parties and each Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new common Equity Interests; (d) the Loan Parties and each Restricted Subsidiary may make Restricted Payments on account of employee stock repurchase programs or other similar programs in an aggregate amount not to exceed the greater of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period; (e) the Borrower and each Restricted Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) in connection with any repurchases of Equity Interests or the exercise of stock options; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year; (ja) the Borrower may declare and pay dividends and make distributions with respect to its Equity Interests payable solely in additional Restricted PaymentsEquity Interests of the Borrower, other than Disqualified Stock, (b) so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Paymentbe caused thereby, the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Restricted Subsidiaries; provided that any such Restricted Payments that are required to be made by the issuance of additional Equity Interests of the Borrower may be made regardless of whether a Default shall have occurred and is continuing, (c) any Restricted Subsidiary may make Restricted Payments to the Borrower or any Guarantor, (d) so long as no Default shall have occurred and be continuing or would be caused thereby, the Borrower may make Restricted Payments in an aggregate amount not to exceed an amount equal $20,000,000, plus (i) 50% of cumulative Consolidated Net Income after December 31, 2001 (taken as one accounting period, but excluding any non-cash gains or losses associated with the application of FASB Statement 121 and Accounting Standards Codification Section 815-10), plus (ii) 66-2/3% of the aggregate net cash proceeds received by the Borrower from the issuance of its Equity Interests (other than Disqualified Stock) at any time after December 31, 2001, minus (iii) Restricted Payments made pursuant to Section 7.06(d) of the Original Credit Agreement (or pursuant to any equivalent section of any of its predecessor agreements) prior to the Available Amount at the time such Restricted Payment is paidEffective Date, and (e) so long as, as no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom; be caused thereby, the Credit Parties may make Restricted Payments with respect to the Senior Notes (li) with the proceeds of any Permitted Refinancing permitted pursuant to Section 7.01(h) and (ii) at any other time that the Senior Notes are, by their terms, permitted or required to be retired, redeemed, defeased, repurchased, prepaid or repaid; provided that in the case of this clause (ii), (x) the Borrower may declare and pay dividends on the Borrower’s common equity issues (or has issued) Senior Notes within the payment ninety (90) day period following (or preceding) the date of dividends such Restricted Payments (it being understood that if any such Restricted Payments are made prior to Holdings the issuance of such Senior Notes, such Restricted Payments shall otherwise be permitted under clause (directly or indirectlyd) of this Section 7.06 until such time as all conditions set forth in this clause (e)(ii) are satisfied, at which time such Restricted Payments shall be deemed to fund a payment of dividends on such entity’s common equity) or the redemptionhave been made as permitted by this clause (e), purchase, repurchase, defeasance or other acquisition or retirement of without any Equity Interests utilization of the Borrower clause (d) basket amount except as otherwise provided in an amount not to exceed 7.0% per annum clause (z) below), (y) all of the Market Capitalization Net Cash Proceeds received by the Borrower from the issuance of the Borrower; and (m) the Borrower may make additional Restricted Payments Senior Notes referred to in an aggregate amount not to exceed (A) the greater of clause (x) $350,000,000 above are used to prepay the Loans then outstanding, if any, and (yz) 35% of Consolidated EBITDA for without duplication, such Restricted Payments do not exceed the most recently completed Measurement Period less (B) the aggregate amount of Investments made the Net Cash Proceeds received by the Borrower from the issuance of the Senior Notes referred to in reliance on clause (nx) of above (unless the definition of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(iv).excess

06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each of the following shall be permittedthat: (ia) The Loan Parties and their Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries each Subsidiary may make Restricted Payments to any other non-Loan Party Restricted SubsidiaryNote Party; (b) any Subsidiary that is not a Wholly-Owned Subsidiary may declare and make dividend payments or other distributions to each owner of its Equity Interests pro rata based on their relative ownership interests of the Loan Parties relevant class of Equity Interests of such Subsidiary; (c) each Note Party and each Restricted Subsidiary of their Subsidiaries 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; (cd) after the Loan Parties Combination Closing Date, the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration thereof or ​ ​ ​ the giving of such irrevocable notice, as applicable, if at the date of declaration or the giving of such notice such payment would have been permitted by another clause of this Section 8.06 and each Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it complied with the proceeds received from the substantially concurrent issue provisions of new common Equity Interests; (d) the Loan Parties and each Restricted Subsidiary may make Restricted Payments on account of employee stock repurchase programs or other similar programs in an aggregate amount not to exceed the greater of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Periodthis Agreement; (e) (i) prior to the Borrower Combination Closing Date, the Issuer or, on and each after the Combination Closing Date, the Acquiror may make cashless repurchases of 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 Subsidiary Payment, prior to the Combination Closing Date, the Issuer or, on and after the Combination Closing Date, the Acquiror may pay 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 Issuer or the Acquiror, as the case may be, may make deemed repurchases in connection with the exercise of stock options; and (f) prior to the Combination Closing Date, the Issuer or, on and after the Combination Closing Date, the Acquiror may pay for the repurchase, retirement or other acquisition or retirement for value of its Equity Interests from any future, present or former employee, director officer, director, manager, member, partner, independent contractor or officer consultant (or their respective Affiliates or immediate family members) of the Issuer or Acquiror, as applicable, or any spousesof their respective Subsidiaries upon the death, former spousesdisability, successors, executors, administrators, heirs, legatees retirement or distributees termination of employment of any such Person or pursuant to any Plan, including any employee or director equity plan, employee, manager, officer, member partner, independent contractor or director stock option plan or any other employee, manager, officer, member, partner, independent contractor or director benefit plan, or any agreement (including any stock subscription or shareholder agreement) with any employee, manager, director, officer, member, partner, independent contractor or consultant of the foregoing) in connection with Issuer or Acquiror or any repurchases of Equity Interests or their respective Subsidiaries; provided that the exercise aggregate amount of stock options; Restricted Payments made pursuant to this clause (f) [reserved]shall not exceed (x) prior to the Combination Closing Date, $1,000,000 in any calendar year or (y) on and after the Combination Closing Date, $2,000,000 in any calendar year (provided that the amount of Restricted Payments permitted to be, but not, paid in any calendar year pursuant to this clause (f) after the Combination Closing Date shall increase the amount of Restricted Payments permitted to be paid in any succeeding fiscal years pursuant to this clause (f)); provided, further that no Default or Event of Default shall exist at the time of such payment; (g) [reserved]after the Combination Closing Date, the repurchase, redemption or other acquisition for value of Equity Interests of the Acquiror in connection with paying cash in lieu of fractional shares of such Equity Interests in connection with a share dividend, distribution, share split, reverse share split, merger, consolidation, amalgamation or other business combination of the Acquiror, or in connection with the exercise of warrants, options or other securities that are convertible or exchangeable, or in connection with the conversion of any convertible Indebtedness, in each case, in a manner otherwise permitted under this Agreement; (h) [reserved]; (i) after the Borrower mayCombination Closing Date, directly or indirectly, make additional Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed exceed, together with the aggregate amount of Junior Debt Restricted Payments made pursuant to clause (c) of Section 8.11, $35,000,000 in any Fiscal Year;5,000,000; and (ji) after the Borrower may make additional Restricted PaymentsCombination Closing Date, so long as provided that (xi) no Event of Default under Section 8.01(a) or (f) (with respect to shall exist at the Borrower) shall have occurred and be continuing time of such Restricted Payment or would result therefrom and (yii) after giving pro forma effect the Staton Cash Payment Obligations are subordinated to such Restricted Paymentall Obligations pursuant to a subordination agreement in form and substance reasonably satisfactory to the Purchasers, the Borrower would be Xxxxxx Payment Obligations, in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to $30,000,000 to be paid in sixteen quarterly installments, in which the Available Amount first four quarterly installments of $1,875,000 during the first twelve months following the Combination Closing Date shall be paid in cash ​ ​ ​ and the remaining quarterly installments thereafter shall be paid, at the time such Restricted Payment is paidAcquiror’s election, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom; (l) the Borrower may declare and pay dividends on the Borrower’s common equity (or the payment of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borrower; and (m) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed (A) the greater of (x) $350,000,000 and in the common stock of the Acquiror or (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made in reliance on clause (n) of the definition of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(iv)cash.

06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each of the following shall be permittedthat: (ia) The Loan Parties and their each Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries Subsidiary of the Borrower may make Restricted Payments to any other non-Loan Party (other than Holdings) and any other Person that owns a direct Equity Interest (other than Disqualified Equity Interests) in such Restricted Subsidiary, ratably ​ ​ according to their respective holdings of the type of Equity Interests in respect of which such Restricted Payment is being made; (b) the Loan Parties Borrower and each of its Restricted Subsidiary 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 Loan Parties Borrower may declare and each Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new common Equity Interests; (d) the Loan Parties and each Restricted Subsidiary may make Restricted Payments on account of employee stock repurchase programs or other similar programs pay cash dividends to Holdings in an aggregate amount not to exceed the greater of an amount necessary to permit Holdings to pay (xi) $150,000,000 reasonable and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period; (e) customary corporate and operating expenses relating to maintaining its ownership interest in the Borrower (including reasonable out-of-pocket expenses for legal, administrative and each Restricted Subsidiary may pay withholding or similar taxes accounting services provided by third parties, and compensation, benefits and other amounts payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) to officers and employees in connection with any repurchases of Equity Interests or the exercise of stock options; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred their employment in the ordinary course of business in and to board of director observers), (ii) franchise Taxes and similar fees required to maintain its corporate existence, (iii) any income Taxes imposed on Holdings or its direct or indirect parent of Holdings as the common parent of a consolidated, combined or similar Tax group of which the Borrower and/or its Restricted Subsidiaries are members, up to an amount not to exceed $35,000,000 the amount of any such income Taxes that the Borrower and its Restricted Subsidiaries would have been required to pay on a separate company (or a stand-alone Tax group) basis (reduced by any income Taxes paid directly by the Borrower or its Restricted Subsidiaries); provided that in determining the hypothetical income Tax liability of the Borrower and/or its Restricted Subsidiaries on a separate company (or a stand-alone Tax group) basis for the purpose of clause (iii), any Fiscal Yearinterest 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 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 any of its Restricted Subsidiaries and (iv) all costs or fees incurred in compliance with or in anticipation of compliance with Securities Laws and state securities Laws; (jd) the Borrower may (or make additional Restricted PaymentsPayments 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 death, disability or termination of employment of any such Person and, so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing (or would result therefrom and (y) after giving pro forma effect to such Restricted Paymenttherefrom), the Borrower would be may pay dividends to Holdings to permit such repurchase, redemption, retirement or acquisition; provided that the aggregate amount of payments to Holdings by the Borrower under this clause (d) will not exceed $2.5 million in compliance with a Total Leverage Ratio, calculated as any Fiscal Year of the last day of the Measurement Period most recently ended on or prior to the date of making Borrower (with any unused portion of such Restricted Payment, of no greater than 4.00:1.00,scheduled amount available for use in any succeeding Fiscal Year); (ke) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, as no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) 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 sum of (i) $10.0 million in the aggregate during the term of this Agreement and (ii) if, after giving effect to such Restricted Payment on a Pro Forma Basis, the Consolidated 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 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; (lg) 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 declare make Restricted Payments to Holdings or to any direct or indirect parent of Holdings (and pay 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 equity (stock following the first public offering of the Borrower’s common stock or the payment of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement stock of any Equity Interests of its direct or indirect parents after the Borrower in an amount not Closing Date, of up to exceed 7.06.0% per annum of the Market Capitalization of 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 (mk) the Borrower may Special Distribution; provided, for purposes of calculating the amount available to make additional Restricted Payments in an aggregate amount not to exceed (A) the greater of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made Payments, any dividend or distribution paid in reliance on clause (nj) shall be deemed to be a Restricted Payment on the date of declaration and not on the definition date of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(iv)payment.

06Restricted Payments. Declare (a) No Loan Party will, 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 each so (unless such obligation is contingent upon the termination of the following shall be permittedCommitments and the payment in full of all Loans, interest and fees hereunder), except: (i) The Loan Parties and their Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries may make Restricted Payments to any other non-Loan Party Restricted Subsidiary; (b) the Loan Parties and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Loan Parties and each Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new common Equity Interests; (d) the Loan Parties and each Restricted Subsidiary may make Restricted Payments on account of employee stock repurchase programs or other similar programs in an aggregate amount not to exceed the greater of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period; (e) the Borrower and each Restricted Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) in connection with any repurchases of Equity Interests or the exercise of stock options; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) the Borrower may, directly may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests; (ii) (A) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or indirectly, make any other Person pro rata and (B) any Subsidiary may declare and pay Restricted Payments to Holdings any Loan Party; provided that, notwithstanding the foregoing, any Massachusetts Securities Corporation may declare and pay dividends or other Restricted Payments only to the Borrower, and not to any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings Subsidiary or any intermediate holding company incurred other Person; (iii) the Borrower may redeem shares of its capital stock which are “restricted securities” (as defined in Rule 144 promulgated under the ordinary course Securities Act of business 1933) in an amount not to exceed $35,000,000 in any Fiscal Year5.0% of the aggregate total voting stock of the Borrower issued and outstanding on a fully diluted basis as of the date hereof; (jiv) the Borrower may redeem shares of its capital stock to settle any applicable tax obligations of a grantee of shares of any equity award (including any shares of restricted stock and any stock appreciation rights) which arise in connection with the vesting, exercise or other taxable event with respect to such awards; (v) the Borrower may repurchase shares of its capital stock pursuant to and in accordance with any stock repurchase (or similar) program as approved by the board of directors of the Borrower for repurchase of up to an aggregate of (i) $30,000,000, plus (ii) an unlimited amount so long as, solely in the case of this clause (v)(ii), immediately prior to and after giving effect to any such repurchase the Consolidated Total Net Leverage Ratio is not greater than 2.25 to 1.00 (with Consolidated Funded Debt measured at each such time and Consolidated EBITDA measured for the most recently ended Reference Period for which Financial Statements are available); (vi) the Transfer Pricing Obligations; (vii) the Borrower may repurchase Equity Interests upon the cashless exercise of stock options or warrants if such Equity Interests represent all or a portion of the exercise price of such options or warrants; (viii) the Borrower may make additional Restricted Paymentscash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, so long as options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (ix) Deferred Acquisition Obligations; (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower and its Subsidiaries may make additional Restricted Payments in an aggregate amount not to exceed the Available Amount immediately prior to the time of the making of such Restricted Payment, provided, that with respect to such Restricted Payments made with the Available Amount, (A) no Default or Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom, and (B) the Borrower shall be in compliance with a Consolidated Total Net Leverage Ratio of not more than 1.50 to 1.00 on a Pro Forma Basis immediately prior to and after the time of the making of such Restricted Payment; (xi) the Borrower may issue and sell the Orogen Series A Preferred Stock pursuant to the Investment Agreement; provided that within three (3) Business Days following receipt by the Borrower of the Net Proceeds of such issuance and sale, the Borrower shall prepay the Term Loans at par (to be applied in direct order of maturity to the remaining principal installments of Term Loans) in an amount equal to the Available Amount at the time seventy-five percent (75%) of such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefromNet Proceeds; (lxii) the Borrower may declare and pay cumulative cash dividends on the Borrower’s common equity (or Orogen Series A Preferred Stock when and as required pursuant to the payment applicable Certificate of dividends to Holdings (directly or indirectly) to fund a payment Designations; provided that both immediately before and after paying any such cash dividend no Event of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borrower; andDefault exists; (mA) the Borrower may make additional Restricted Payments purchase, redeem, retire or otherwise acquire for value the Orogen Series A Preferred Stock in an aggregate amount not to exceed (A) the greater Available Amount immediately prior to the time of (x) $350,000,000 the making of such purchase, redemption, retirement or other acquisition for value of the Orogen Series A Preferred Stock; and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the Borrower may purchase, redeem, retire or otherwise acquire for value the Orogen Series A Preferred Stock at any time on or after, but not before, the earlier of (A) August 24, 2023 and (B) the date on which the Obligations (excluding (1) any unasserted contingent Obligations and (2) LC Exposure to the extent the Borrower has deposited into an LC Collateral Account (in a manner consistent with the provisions of Section 2.06(j)) an amount in cash equal to 102% of the LC Exposure as of such date) have been paid in full and the Commitments of all Lenders hereunder have been terminated; (xiv) the Borrower may make Restricted Payments from time to time in an aggregate amount of Investments made in reliance on clause not to exceed twenty-five percent (n25%) of the definition Net Proceeds received by the Borrower from the issuance and sale of “Permitted Investments”, less the Orogen Series A Preferred Stock; (Cxv) the Borrower may issue (A) Series A Preferred Stock upon conversion of the Series A-1 Preferred Stock pursuant to the applicable Certificate of Designations or the Investment Agreement and in connection with such conversion and (B) Equity Interests (other than Disqualified Equity Interests) upon conversion of the Orogen Series A Preferred Stock (including, without limitation, following the occurrence of a Fundamental Change (as defined in the applicable Certificate of Designations)) and in connection with such conversion; (xvi) the Borrower, at its option in lieu of paying cash dividends pursuant to clause (xii) above, may declare and pay such dividends on the Orogen Series A Preferred Stock in the form of additional Orogen Series A Preferred Stock; (xvii) the Borrower or its Subsidiaries may make a Restricted Payment to the then existing shareholders (other than the Borrower) of Polaris in an aggregate amount not to exceed $3,000,000 per fiscal year; and (xviii) the Borrower and its Subsidiaries may make any deferred payments payable in respect of the eTouch Acquisition, provided that no Default or Event of Default shall exist and be continuing at the time of or immediately after the making of such Restricted Debt Payments made in reliance Payment. (b) No Loan Party will, nor will it permit any Subsidiary to, make or agree to make payment on Section 7.07(a)(iv)any Subordinated Indebtedness prohibited by the provisions of the governing subordination or intercreditor agreement.

06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each of the following shall be permittedthat: (ia) The Loan Parties and their Restricted Subsidiaries may, directly or indirectly, Each Subsidiary may make Restricted Payments to any Loan Party that owns Equity Interests in such Subsidiary, and (ii) non-each non Loan Party Restricted Subsidiaries Subsidiary may make Restricted Payments to any other non-Loan Party its equityholders ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted SubsidiaryPayment is being made; (b) the Loan Parties and each Restricted Subsidiary The Borrower may declare and make dividend payments or other distributions pay dividends with respect to its capital stock and Equity Interests payable solely in the additional shares of its common stock or other common and its Equity Interests of such Person(other than Disqualified Equity Interests); (c) The Borrower may make repurchases of its common stock deemed to occur upon the Loan Parties and each Restricted Subsidiary may purchasecash-less or net exercise of stock options, redeem warrants or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new common Equity Interestsother convertible or exchangeable securities; (d) The Borrower may make repurchases of Equity Interests deemed to occur upon the withholding of a portion of the Equity Interests granted or awarded to a current or former officer, director, employee or consultant to pay for the taxes payable by such Person upon such grant or award (or upon vesting or exercise thereof); (e) any required payment with respect to, or required early unwind or settlement of, any Permitted Bond Hedge Transaction or Permitted Warrant Transaction, in each case, in accordance with the terms of the agreement governing such Permitted Bond Hedge Transaction or Permitted Warrant Transaction; provided that, in the case of this clause (e), to the extent cash is required to be paid under a Permitted Warrant Transaction as a result of the election of “cash settlement” (or substantially equivalent term) as the “settlement method” (or substantially equivalent term) thereunder by the Borrower (including in connection with the exercise and/or early unwind or settlement thereof), the payment of such cash shall not be permitted by this clause (e) other than to the extent such payment is offset against any payments received by the Borrower pursuant to the exercise, settlement, termination or unwind of any related Permitted Bond Hedge Transaction substantially concurrently with, or a commercially reasonable period of time before or after, the unwind or settlement of the relevant Permitted Warrant Transaction; ​ ​ ​ ​ ​ (f) The Borrower may make payments of cash in lieu of the issuance of fractional shares of Equity Interests in connection with any merger, consolidation, amalgamation or other business combination, or in connection with any dividend, distribution or split of or upon exercise, conversion or exchange of Equity Interests, warrants, options or other securities exercisable or convertible into, Equity Interests of the Borrower; (g) The Borrower may declare or make, or agree to pay or make Restricted Payments which are contingent upon either (i) the prior consent of the Required Lenders or (ii) the repayment in full of the Obligations (other than contingent indemnification and expense reimbursement obligations for which no claims have been made) and the termination of the Commitments; (h) So long as (i) no Event of Default shall have occurred or be continuing and (ii) before and after giving effect to such Restricted Payment on a Pro Forma Basis, the Loan Parties and each are in compliance with the Liquidity covenant set forth in Section 7.11, the Borrower may make other Restricted Subsidiary Payments not to exceed $[**] in any fiscal year of the Borrower; (i) The Borrower may make any dividend or distribution or consummation of any redemption within 60 days after the date of declaration thereof or the giving of a redemption notice related thereto, if at the date of declaration or notice such payment would have complied with the provisions of this Agreement; (j) So long as, after giving effect thereto, the Borrower is in compliance with Section 7.11, the Borrower may make Restricted Payments for the purpose of redeeming from former directors, officers, employees, members of management, managers or consultants of the Borrower or any Subsidiary (or their respective family members, former spouses or estate) Equity Interest of the Borrower (and/or making payments on account of employee stock repurchase programs Indebtedness issued by the Borrower or other similar programs its Subsidiaries pursuant to Section 7.02) and any tax payments related thereto, in an aggregate amount not to exceed $[**] in any fiscal year and $[**] in the greater aggregate (it being agreed that, to the extent constituting an Investment permitted by Section 7.03, the amount of any Indebtedness of such Persons owing to the Borrower or any Subsidiary forgiven in connection with such Restricted Payment shall be excluded from any determination pursuant to this clause (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Periodj)); (ek) the The Borrower and each Restricted Subsidiary its Subsidiaries may pay make (i) payments made or expected to be made by any Loan Party in respect of withholding or similar taxes payable or expected to be payable by any future, present or former director, officer, employee, director manager, consultant or officer independent contractor of any Loan Party (or any spousestheir respective Affiliates, former spouses, successors, executors, administrators, heirs, legatees estates or distributees of any of the foregoingimmediate family members) in connection with any repurchases of Equity Interests or the exercise of stock options; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) options or the grant, vesting or delivery of Equity Interests of the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an aggregate amount not to exceed $35,000,000 [**] in any Fiscal Year;fiscal year; provided that such $[**] limit shall not apply to any such payments where the exercising party remits in exchange for such payment Equity Interests of the Borrower with a value that corresponds to the amount of such payment, and instead the limit on such payments shall be an aggregate amount not to exceed $[**] in any fiscal year; and (ii) loans or advances to officers, directors, employees, managers, consultants and independent contractors of the Borrower or any Subsidiary of the Borrower in connection with such Person’s purchase of Equity Interests of the Borrower; provided that (1) no cash is actually advanced pursuant to this clause (k)(ii) other than to pay taxes due in connection with such purchase, unless immediately repaid and (2) such loan or advance is permitted under Section 7.03; and (jl) the The Borrower may make additional Restricted Payments, Payments with or from the Net Cash Proceeds received by the Borrower from the sale of Equity Interests (other than Disqualified Equity Interests) of the Borrower so long as (xi) any such Restricted Payments are made within 90 days after the ​ ​ ​ ​ ​ receipt of such proceeds, (ii) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have has occurred and be is continuing or would result therefrom from such Restricted Payments and (yiii) immediately prior to, and after giving pro forma effect to such Restricted PaymentPayments, the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making of such Liquidity covenant set forth in Section 7.11; provided that Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom; (l) the Borrower may declare and pay dividends on the Borrower’s common equity (or the payment of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borrower; and (m) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed (A) the greater of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made in reliance on clause (n) of the definition of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on this Section 7.07(a)(iv)7.06(k) shall not exceed $[**] during the term of this Agreement.

06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each of the following shall be permittedpermitted so long as no Default or Event of Default shall have occurred and be continuing prior, or immediately after giving effect, to the following, or would result therefrom: (ia) The Loan Parties and their Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any each Loan Party and (ii) non-or Subsidiary of a Loan Party Restricted Subsidiaries may make Restricted Payments to any other non-Loan Party Restricted SubsidiaryParty; (b) the Loan Parties and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) if the Restricted Payment Conditions are satisfied, the Loan Parties and each Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new common Equity Interests;it; DB1/ 133985272.1133985272.4 ​ ​ (d) (d)if the Restricted Payment Conditions are satisfied, the Parent may declare or pay cash dividends to its stockholders; (e) each Subsidiary that is not a Loan Parties Party may make Restricted Payments to any other Subsidiary that is not a Loan Party (and in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to such other Subsidiary and to each other owner of Equity Interests of such Subsidiary based upon their relative ownership interests of the relevant class of Equity Interests); (f) the Parent may pay for and otherwise effect the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Parent by any employee, director or officer of the Parent or any of its Subsidiaries pursuant to any equity plan, stock option plan or any other benefit plan or any agreement with any employee, director or officer of the Parent or any of its Subsidiaries; provided that the aggregate amount of Restricted Payments made pursuant to this clause (f) shall not exceed $1,000,000 in any calendar year; (g) any Loan Party and each Restricted Subsidiary may (i) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Investment 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 (h) any foreign Subsidiary may make Restricted Payments on account of employee stock repurchase programs to any direct or other similar programs in an aggregate amount not to exceed the greater of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period; (e) the Borrower and each Restricted indirect Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) in connection with any repurchases of Equity Interests or the exercise of stock options; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year; (j) the Borrower may make additional Restricted Payments, Parent so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payments made by such foreign Subsidiary is transferred to a Loan Party substantially concurrently with such Restricted Payment; provided that, if any such Restricted Payment is paidmade to a Person who is not a Loan Party and includes Intellectual Property used or useful in connection with the conduct of the Loan Parties’ business or use of the Collateral, so long assuch Intellectual Property shall be subject to a non-exclusive royalty-free worldwide license of such Intellectual Property in favor of the Agent for use in connection with the exercise of the rights and remedies of the Credit Parties, no Event of Default under Section 8.01(a) or (f) (with respect which license shall be in form and substance reasonably satisfactory to the Borrower) shall have occurred and be continuing or would result therefrom; (l) the Borrower may declare and pay dividends on the Borrower’s common equity (or the payment of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borrower; and (m) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed (A) the greater of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made in reliance on clause (n) of the definition of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(iv)Agent.

06Restricted Payments. Declare Such Obligor 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, or incur any obligation (contingent or otherwise) to do so, except that each of the following shall be permittedexcept: (ia) The Loan Parties and their Restricted Subsidiaries may, directly any Subsidiary Guarantor may pay dividends or indirectly, make Restricted Payments other distributions to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries may make Restricted Payments to Borrower or any other non-Loan Party Restricted SubsidiarySubsidiary Guarantor; (b) the Loan Parties and each Restricted so long as no Event of Default is continuing, any Obligor or Subsidiary that is a flow-through entity for Tax purposes or is a Subsidiary within a consolidated or unitary Tax group may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such PersonTax distributions; (c) the Loan Parties any Obligor may pay franchise fees or similar Taxes and each Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new common Equity Interestsfees required to maintain such Obligor’s corporate existence; (d) the Loan Parties and each Restricted Subsidiary any Obligor may make Restricted Payments on account repurchases, redemptions, net share issuances, surrenders and other exchanges with respect to its Equity Interests (x) in accordance with such applicable Obligor’s employee incentive stock option agreements, non-incentive stock option agreements, performance stock unit award agreements, retention stock unit award agreements or (y) deemed to occur upon the withholding of a portion of such Equity Interests issued to directors, officers or employees of such Obligor or any Subsidiary under any stock option plan or other benefit plan or agreement for directors, officers and employees of such Obligor and its Subsidiaries to cover withholding tax obligations of such Persons in respect of such issuance, provided that cash payments under this Section 9.06(d) (i) shall have been approved by the compensation committee of the board of directors of Borrower and (ii) shall not exceed in any fiscal year $500,000 plus the cash proceeds received by Borrower during such fiscal year in connection with the exercise of employee stock repurchase programs or other similar programs in an aggregate amount not to exceed the greater of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period;options; and (e) the Borrower and each Restricted any other Obligor that is a direct or indirect wholly-owned Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) in connection with any repurchases of Equity Interests or the exercise of stock options; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year; (j) the Borrower may make additional Restricted Payments, so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, the Borrower would be dividends payable solely in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom; (l) the Borrower may declare and pay dividends on the Borrower’s common equity (or the payment of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borrower; and (m) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed (A) the greater of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made in reliance on clause (n) of the definition of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(iv)stock.

06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each of the following shall be permittedexcept: (ia) The Loan Parties each Subsidiary may declare and their Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party the Borrower and (ii) non-Loan Party Restricted Subsidiaries may make Restricted Payments to any Subsidiary that owns Equity Interests of such Subsidiary (and, in the case of a dividend or other nondistribution by a Non-Loan Party Restricted SubsidiaryWholly Owned Subsidiary of the Borrower, to the Borrower or other Subsidiary and to each other owner of Equity Interests of such Non-Wholly Owned Subsidiary ratably based on their relative ownership interests); (b) the Loan Parties Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions Restricted Payments payable solely in the common stock or other common Equity Interests Qualified Capital Stock of such Person; (c) the Loan Parties Borrower and each Restricted Subsidiary may purchaseredeem, redeem repurchase, retire or otherwise acquire Equity Interests issued by it with to the proceeds received from extent such redemption, repurchase, retirement or other acquisition is deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the substantially concurrent issue exercise price of new common Equity Interestssuch options; (d) the Loan Parties and each Restricted Subsidiary may make Restricted Payments on account of employee stock repurchase programs or other similar programs in an aggregate amount not to exceed the greater of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period; (e) the Borrower and each Restricted Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) in connection with any repurchases of Equity Interests or the exercise of stock options; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year; (j) the Borrower may make additional Restricted Payments, so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, at the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making time of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom; (l) , the Borrower may declare and pay dividends on the Borrower’s common equity (repurchase or the payment of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests redeem Qualified Capital Stock of the Borrower in an amount not to exceed 7.0% per annum held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of the Market Capitalization Borrower or any Subsidiary, upon their death, disability, retirement, severance or termination of employment or service; provided, that, the aggregate cash consideration paid for all such redemptions and repurchases shall not exceed $2,000,000 in any fiscal year of the Borrower; and (me) the Borrower or any Subsidiary may make additional any Restricted Payments in an aggregate amount not Payment; provided, that, (i) no Default shall have occurred and be continuing at the time of such Restricted Payment or would result therefrom, and (ii) upon giving Pro Forma Effect to exceed any such Restricted Payment, (A) the greater Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 as of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less ended fiscal quarter of the Borrower for which the Borrower was required to deliver financial statements pursuant to Section 6.01(a) or (b), and (B) the aggregate amount Consolidated Leverage Ratio is less than 2.75 to 1.0 (and, if requested by the Administrative Agent or any Lender, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating compliance with such conditions). ​ ​ 7.07Change in Nature of Investments made Business. Directly or indirectly engage in reliance any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on clause (n) of the definition of “Permitted Investments”Closing Date or any business reasonably related, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(iv)complimentary, ancillary or incidental thereto.

06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each that, so long as no Default shall have occurred and be continuing at the time of the following shall be permittedany action described below or would result therefrom: (ia) The Loan Parties and their each Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries Subsidiary may make Restricted Payments to any other non-Loan Party Person that owns Equity Interest in such Restricted Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Loan Parties Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) Restricted Payments to current or former employees, officers, or directors of Borrower or any of its Restricted Subsidiaries (or any spouses, ex-spouses, or estate of any of the Loan Parties and each Restricted Subsidiary foregoing) solely in the form of forgiveness of Indebtedness of such Persons owing to Borrower on account of repurchases of the stock options, restricted stock units, purchased shares or other Equity Interests of Borrower held by such Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of Borrower; (d) the Borrower may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (de) the Loan Parties and each Restricted Subsidiary Borrower may pay any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement (including the other provisions of this Section 7.06); (f) the Borrower may make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchange for Equity Interests in the Borrower or arising out of stock dividends, splits, combinations or business combinations; (g) the Borrower may declare and make other dividend payments or other distributions, or purchase, redeem or otherwise acquire shares of its capital stock, including but not limited to pursuant to any accelerated share repurchase program, so long as immediately after giving Pro Forma Effect to the payment of any such dividend or the making of such purchase, redemption or other acquisition, the Consolidated Net Leverage Ratio is not greater than 2.50 to 1.00; (h) other Restricted Payments on account of employee stock repurchase programs or other similar programs in an aggregate amount any fiscal year not to exceed the greater of (x) $150,000,000 75,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period; (e) Period ended immediately prior to the Borrower and each Restricted Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees beginning of any of the foregoing) in connection with any repurchases of Equity Interests or the exercise of stock options; (f) [reserved]; (g) [reserved]; (h) [reserved];such fiscal year; and (i) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings the Borrower or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year; (j) the Borrower may make additional Restricted Payments, so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom; (l) the Borrower may declare and pay dividends on the Borrower’s common equity (or the payment of dividends to Holdings (directly or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of any Equity Interests wholly-owned Subsidiary of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borrower; and (m) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed (A) the greater of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made in reliance on clause (n) of connection with the definition of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(iv)Reorganization.

06Restricted Payments. Declare Such Obligor 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, or incur any obligation (contingent or otherwise) to do so, except ; provided that each of the following Restricted Payments shall be permittedpermitted so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur or result from such Restricted Payment: (ia) The Loan Parties and their Restricted Subsidiaries maydividends with respect to the Borrower’s Equity Interests payable solely in shares of its Qualified Equity Interests (or the equivalent thereof); (b) the Borrower’s purchase, directly redemption, retirement, or indirectly, make Restricted Payments to any Loan Party and other acquisition of shares of its Equity Interests with the proceeds received from a substantially concurrent issue of new shares of its Qualified Equity Interests; (iic) non-Loan Party Restricted Subsidiaries each Subsidiary that is an Obligor may make Restricted Payments to any other non-Loan Party Obligor, and (ii) each Subsidiary that is not an Obligor may make Restricted Payments to an Obligor and to another Subsidiary that is not an Obligor and pro rata Restricted Payments to minority stockholders of any such Subsidiary; (b) the Loan Parties and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Loan Parties and each Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new common Equity Interests; (d) the Loan Parties and each Restricted Subsidiary may make Restricted Payments on account of employee stock repurchase programs any purchase, redemption, retirement or other similar programs in an aggregate amount acquisition of Equity Interests of the Borrower held by consultants, officers, directors and employees or former consultants, officers, directors or employees (or their transferees, estates, or beneficiaries under their estates) of Borrower and its Subsidiaries not to exceed $1,000,000 (or the greater Equivalent Amount in other currencies) in any fiscal year (it being agreed that, to the extent constituting an Investment permitted by Section 9.05(i), the amount of any Indebtedness of such Persons owing to the Borrower or any Subsidiary forgiven in connection with such Restricted Payment shall be excluded from any determination pursuant to this clause (x) $150,000,000 d)); provided that the portion of such basket that is not used by the Borrower or its Subsidiaries in any fiscal year shall be carried-forward and (y) 15% of Consolidated EBITDA shall increase such basket for the most recently completed Measurement Periodsucceeding fiscal years; (e) the Borrower and each Restricted Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) in connection with any cashless repurchases of Equity Interests deemed to occur upon exercises of options and warrants; (f) cash payments made by the Borrower to redeem, purchase, repurchase or retire its obligations under options, warrants and other convertible securities issued by it in the nature of customary cash payments in lieu of fractional shares in accordance with the terms thereof; ​ ​ (g) Borrower may acquire (or withhold) its Equity Interests pursuant to any employee stock option or similar plan to pay withholding taxes for which Borrower is liable in respect of a current or former officer, director, employee, member of management or consultant upon such grant or award (or upon vesting or exercise thereof) and the Borrower may make deemed repurchases in connection with the exercise of stock options; (f) [reserved]; (g) [reserved]; (h) [reserved];any payment of interest, principal or fees in respect of any Indebtedness owed by any Obligor or any of its Subsidiaries to any holder of any Equity Interests of any Obligor or any of its Subsidiaries, in each case to the extent permitted under Section 9.07; and (i) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year; (j) the Borrower may make additional Restricted Payments, so long as (x) no Default or Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have has occurred and is continuing (or could reasonably be continuing or would result therefrom and (y) expected to occur after giving pro forma effect to such Restricted Payment), the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making of such Restricted Payment, of no greater than 4.00:1.00, (k) the Borrower may make additional other Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom; (l) the Borrower may declare and pay dividends on the Borrower’s common equity $1,000,000 (or the payment of dividends to Holdings (directly or indirectlyEquivalent Amount in other currencies) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement of in any Equity Interests of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borrower; and (m) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed (A) the greater of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for the most recently completed Measurement Period less (B) the aggregate amount of Investments made in reliance on clause (n) of the definition of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(iv)fiscal year.

06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each of the following shall be permittedexcept: (ia) The Loan Parties and their Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries each Subsidiary may make Restricted Payments to any other the Borrower and to Subsidiaries (and, in the case of a Restricted Payment by a non-Loan Party Restricted Wholly Owned Subsidiary, to each owner of Equity Interests of such Subsidiary based on their relative ownership interests of the relevant class of Equity Interests); (b) the Loan Parties payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration thereof or the giving of such irrevocable notice, as applicable, if at the date of declaration such payment or the giving of such notice would have complied with the provisions of this Agreement (assuming, in the case of a redemption payment, the giving of such notice would have been deemed a Restricted Payment at such time and each such deemed Restricted Subsidiary may declare and make dividend payments Payment would have been permitted at such time); (i) the redemption, repurchase, retirement or other distributions payable solely acquisition of any Equity Interests (“Retired Capital Stock”) of the Borrower or any Parent Entity of the Borrower or any Guarantor in exchange for (including any such exchange pursuant to the common stock exercise of a conversion right or other common privilege in connection with which cash is paid in lieu of fractional shares), or out of the proceeds (to the extent Not Otherwise Applied) of the substantially concurrent sale of, Equity Interests of the Borrower or any Parent Entity or contributions to the equity capital of the Borrower (other than any Disqualified Stock or any Equity Interests sold to a Subsidiary of the Borrower or to an employee stock ownership plan or any trust established by the Borrower or any of its Subsidiaries to the extent funded by the Borrower and its Subsidiaries) (collectively, including any such Person; contributions, “Refunding Capital Stock”); and (cii) the Loan Parties declaration and each Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with payment of accrued dividends on the Retired Capital Stock out of the proceeds received from (to the extent Not Otherwise Applied) of the substantially concurrent issue sale (other than to a Subsidiary of new common Equity Intereststhe Borrower or to an employee stock ownership plan or any trust established by the Borrower or any of its Subsidiaries) of Refunding Capital Stock; (d) so long as after giving pro forma effect thereto, no Default or Event of Default exists and is continuing or would be caused thereby, the Loan Parties and each Restricted Subsidiary may make Restricted Payments on account of employee stock repurchase programs repurchase, retirement or other similar programs in an aggregate amount not acquisition (or dividends to exceed the greater any Parent Entity to finance any such repurchase, retirement or other acquisition) or retirement for value of (x) $150,000,000 and (y) 15% Equity Interests of Consolidated EBITDA for the most recently completed Measurement Period; (e) the Borrower and each Restricted Subsidiary may pay withholding or similar taxes payable any Parent Entity held by any future, present or former employee, director or officer consultant of the Borrower or any Parent Entity or any Subsidiary of the Borrower (or the relevant Person’s estate or beneficiary of such Person’s estate) pursuant to any spousesmanagement equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, former spousesthat the aggregate amounts paid under this Section 7.06(d) do not exceed $1,000,000 in any fiscal year; provided, successorsfurther, executors, administrators, heirs, legatees that such amount in any fiscal year may be increased by an amount not to exceed: (i) the cash proceeds received by the Borrower or distributees of any of its Subsidiaries from the foregoing) in connection with any repurchases sale of Equity Interests (other than Disqualified Stock) of the Borrower or any Parent Entity (to the exercise extent contributed to the Borrower) to employees, members of stock optionsmanagement, directors or consultants of the Borrower and its Subsidiaries or any Parent Entity that occurs after the Closing Date; plus (ii) the cash proceeds of key man life insurance policies received by the Borrower or any Parent Entity (to the extent contributed to the Borrower) and its Subsidiaries after the Closing Date; (provided that the Borrower may ​ ​ elect to apply all or any portion of the aggregate increase contemplated by clauses (i) and (ii) above in any fiscal year); (fe) [reserved]; (gf) [reserved]; (h) [reserved]; (i) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year; (j) the Borrower may make additional Restricted Payments, so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Paymentthereto, the Borrower no Default or Event of Default exists and is continuing or would be in compliance with a caused thereby, Holdings may redeem, repurchase or otherwise acquire its Equity Interests for an aggregate amount not to exceed (i) if the Consolidated Total Net Leverage Ratio, calculated Ratio as of the last day of the Measurement Period most recently ended Test Period exceeds or equals 2.00:1.00 (calculated on or prior to a pro forma basis), $15,000,000, less the amount of stock repurchases in respect of common stock of Holdings made in connection with its share repurchase program during the period beginning on the date of making the Commitment Letter and ending on the Closing Date, and (ii) if the Consolidated Total Net Leverage Ratio as of such the last day of the most recently ended Test Period does not exceed 2.00:1.00 (calculated on a pro forma basis), $30,000,000 (it being understood that the aggregate amount of Restricted PaymentPayments that may be made pursuant to this clause (f) during the term of this Agreement shall not exceed $30,000,000, less the amount of no greater than 4.00:1.00,stock repurchases in respect of common stock of Holdings made in connection with its share repurchase program during the period beginning on the date of the Commitment Letter and ending on the Closing Date); (kg) so long as after giving pro forma effect thereto, no Default or Event of Default exists and is continuing or would be caused thereby, if the Borrower may make additional Consolidated Total Net Leverage Ratio as of the last day of the most recently ended Test Period does not exceed 1.50:1.00 (calculated on a pro forma basis), other Restricted Payments in an aggregate amount not to exceed an $50,000,000; (h) Restricted Payments that are made with Excluded Contributions; (i) [reserved]; (j) [reserved]; (k) the payment of dividends, other distributions or other amounts by the Borrower to, or the making of loans to, any Parent Entity, in the amount required for such parent to, if applicable: (i) pay amounts equal to the Available Amount at the time amounts required for such Restricted Payment is paidParent Entity to pay fees, so long astaxes and expenses (including franchise or similar taxes) required to maintain its corporate existence, no Event customary salary, bonus and other benefits (including indemnification, insurance and insurance premiums) payable to officers and employees of Default under Section 8.01(a) or (f) (with respect such Parent Entity, if applicable, and general corporate overhead expenses of such Parent Entity, if applicable, in each case to the extent such fees, expenses, salaries, bonuses, benefits and indemnities are attributable to the ownership or operation of the Borrower) shall have occurred , if applicable, and be continuing or would result therefromits Subsidiaries; (lii) the Borrower may declare [reserved]; (iii) pay customary and reasonable costs and expenses of financings, acquisitions or offerings of securities of such Parent Entity that are not consummated; ​ ​ (iv) pay dividends on the Borrower’s common equity costs (including all professional fees and expenses) incurred by such Parent Entity in connection with reporting obligations under, or the payment of dividends to Holdings (directly otherwise incurred in connection with compliance with applicable laws, rules or indirectly) to fund a payment of dividends on such entity’s common equity) or the redemption, purchase, repurchase, defeasance or other acquisition or retirement regulations of any Equity Interests governmental, regulatory or self-regulatory body or stock exchange, this Agreement or any other agreement or instrument relating to Indebtedness of the Borrower in an amount not to exceed 7.0% per annum of the Market Capitalization of the Borroweror any Subsidiary; and (mv) the Borrower may make additional Restricted Payments expenses Incurred by such Parent Entity in an aggregate amount not to exceed connection with any public offering or other sale of Equity Interests or Indebtedness: (A) where the greater net proceeds of (x) $350,000,000 and (y) 35% of Consolidated EBITDA for such offering or sale are intended to be received by or contributed to the most recently completed Measurement Period less Borrower or a Subsidiary, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed, or (C) otherwise on an interim basis prior to completion of such offering so long as such Parent Entity shall cause the amount of such expenses to be repaid to the Borrower or the relevant Subsidiary out of the proceeds of such offering promptly if completed; provided that, the aggregate amount of Investments made payments permitted under this Section 7.06(k) in reliance on clause (n) of the definition of “Permitted Investments”, less (C) the aggregate amount of Restricted Debt Payments made in reliance on Section 7.07(a)(iv)any fiscal year shall not exceed $2,500,000 for such fiscal year.