Common use of Dividends; Capital Stock Clause in Contracts

Dividends; Capital Stock. Except for transactions between or among Loan Parties, the Borrower will not (or permit any of its Subsidiaries to) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of capital stock of the Borrower or any of its Subsidiaries, or purchase, redeem or otherwise acquire for value (or permit any of its Subsidiaries to do so) any shares of any class of capital stock of the Borrower or any of its Subsidiaries or any warrants, rights or options to acquire any such shares, now or hereafter outstanding (collectively, “Restricted Payments”), except that: (i) each Subsidiary of the Borrower may (A) make Restricted Payments to the Borrower and to other Subsidiaries of the Borrower that directly or indirectly own Equity Interests of such Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to the Borrower and any of its other Subsidiaries and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests) and (B) declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; (ii) the Borrower may declare and pay recurring dividends; provided that the aggregate amount of such dividends paid in any fiscal year shall not exceed $100,000,000; (iii) the Borrower may declare and pay special dividends and enter into share repurchases in an aggregate amount not to exceed $50,000,000 in any fiscal year (which shall automatically be increased to $175,000,000 in any fiscal year on the Engility Closing Date without any action by any party hereto); provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom; and provided further, however, that so long as (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (2) the Leverage Ratio is equal to or less than 3.00 to 1.00, in each case on a pro forma basis after giving effect to such Restricted Payment and the pro forma adjustments described in Section 1.07, Restricted Payments described in this clause (iii) shall be unlimited; and (iv) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed the portion, if any, of the Available Amount Basket as of such time that the Borrower elects to apply to this Section 5.03(h)(iv), such election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Amount Basket immediately prior to such election and the amount thereof elected to be so applied; provided that (i) before and after giving effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) after giving effect to any such Restricted Payment, the Interest Coverage Ratio is equal to or greater than 2.00 to 1.00 on a pro forma basis after giving effect to such Restricted Payment and the pro forma adjustments described in Section 1.07.

Dividends; Capital Stock. Except for transactions between Declare or among Loan Partiespay any dividends, the Borrower will not (or permit any of its Subsidiaries to) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of capital stock of the Borrower or any of its Subsidiaries, or purchase, redeem repurchase, redeem, retire, defease or otherwise acquire for value any of its Equity Interests now or hereafter outstanding, return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, make any distribution of assets, Equity Interests, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such, or permit any of its Subsidiaries to do so) any shares of any class of capital stock of the Borrower foregoing, or permit any of its Subsidiaries to purchase, repurchase, redeem, retire, defease or otherwise acquire for value any Equity Interests in such Loan Party, any other Loan Party or any warrants, rights direct or options to acquire any such shares, now or hereafter outstanding indirect Subsidiaries thereof (collectively, “Restricted Payments”), except that: (ia) to the extent constituting Restricted Payments, a Loan Party may enter into and consummate any transactions permitted under subsection 6.7; (b) to the extent constituting Restricted Payments, a Loan Party may make repurchases of Equity Interests from employees, former employees, directors or former directors pursuant to mandatory repurchase plans upon the death or disability of such persons, in each Subsidiary case in amounts not to exceed the fair market value of the Borrower Equity Interests so repurchased; (c) to the extent constituting Restricted Payments, a Loan Party may pay customary investment banking fees to national investment banks that are Affiliates of its stockholders, partners or members on an arm’s-length basis in order to consummate any capital markets financing transactions; (Ad) to the extent constituting Restricted Payments, a Loan Party may pay dividends to permit the Company to pay any taxes that are due and payable by the Company and the Loan Party as part of the Consolidated group; (e) any Loan Party (other than the Company) or any of its Subsidiaries may make Restricted Payments to the Borrower and to any other Subsidiaries of the Borrower that directly Loan Party or indirectly own Equity Interests of such Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to the Borrower and any of its other Subsidiaries and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests) and (B) declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; (ii) the Borrower may declare and pay recurring dividends; provided that the aggregate amount of such dividends paid in any fiscal year shall not exceed $100,000,000; (iii) the Borrower may declare and pay special dividends and enter into share repurchases in an aggregate amount not to exceed $50,000,000 in any fiscal year (which shall automatically be increased to $175,000,000 in any fiscal year on the Engility Closing Date without any action by any party hereto); provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom; and provided further, however, that so long as (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (2) the Leverage Ratio is equal to or less than 3.00 to 1.00, in each case on a pro forma basis after giving effect to such Restricted Payment and the pro forma adjustments described in Section 1.07, Restricted Payments described in this clause (iii) shall be unlimitedSubsidiaries; and (ivf) repurchases of Equity Interests in the Borrower may make additional Restricted Payments ordinary course of business in an aggregate amount not the Company (or any direct or indirect parent thereof) or any of its Subsidiaries deemed to exceed the portion, occur upon exercise of stock options or warrants if any, such Equity Interests represent a portion of the Available Amount Basket as exercise price of such time that the Borrower elects to apply to this Section 5.03(h)(iv), such election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Amount Basket immediately prior to such election and the amount thereof elected to be so applied; provided that (i) before and after giving effect to any such Restricted Payment, no Default options or Event of Default shall have occurred and be continuing or would result therefrom and (ii) after giving effect to any such Restricted Payment, the Interest Coverage Ratio is equal to or greater than 2.00 to 1.00 on a pro forma basis after giving effect to such Restricted Payment and the pro forma adjustments described in Section 1.07warrants.

Dividends; Capital Stock. Except for transactions between Declare or among Loan Partiespay, the Borrower will not (directly or permit indirectly, any of its Subsidiaries to) declare dividends or make any dividend payment other distribution, redemption, repurchase or other distribution of assetspayment, properties, whether in cash, rightsproperty, obligations securities or securities on account of any shares of any class a combination thereof, with respect to (whether by reduction of capital stock of the Borrower or any of its Subsidiaries, or purchase, redeem or otherwise acquire for value (or permit any of its Subsidiaries to do sootherwise) any shares of any class of capital stock of the Borrower (or any of its Subsidiaries or any options, warrants, rights or options other equity securities or agreements relating to acquire any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes (any such sharesdividend, now distribution, redemption, repurchase or hereafter outstanding (collectivelypayment declared, paid or made, or sum set apart therefor, a “Restricted PaymentsPayment”), ) except that: for (i) each Subsidiary of the Borrower may (A) make Restricted Payments to made on the Borrower and to other Subsidiaries of Escrow Release Date in accordance with the Borrower that directly or indirectly own Equity Interests of such Subsidiary (and, in Plan and/or the case of a Restricted Payment by a non-wholly owned Subsidiary, to the Borrower and any of its other Subsidiaries and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests) and (B) declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; Disclosure Statement; (ii) Restricted Payments made out of the Borrower may declare and pay recurring dividends; provided that the aggregate amount of such dividends paid in any fiscal year shall not exceed $100,000,000; (iii) the Borrower may declare and pay special dividends and enter into share repurchases in an aggregate amount not to exceed $50,000,000 in any fiscal year (which shall automatically be increased to $175,000,000 in any fiscal year on the Engility Closing Date without any action by any party hereto); Available Amount, provided that no Default or Event of Default shall have occurred and be is continuing or would result therefrom; immediately therefrom and provided further, however, further that so long as (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (2) the Leverage Ratio is equal to or less than 3.00 to 1.00, in each case on a pro forma basis after giving effect to such Restricted Payment and the pro forma adjustments described any Debt incurred in Section 1.07connection therewith, Restricted Payments described in this clause (iii) shall be unlimited; and (iv) the Borrower may make additional Restricted Payments would be in an aggregate amount not to exceed the portion, if any, of the Available Amount Basket as of such time that the Borrower elects to apply to this Section 5.03(h)(iv), such election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Amount Basket immediately prior to such election and the amount thereof elected to be so applied; provided that (i) before and after giving effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) after giving effect to any such Restricted Payment, the Interest Coverage Ratio is equal to or greater than 2.00 to 1.00 compliance on a pro forma basis after giving effect with the requirements of Section 5.04; (iii) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Borrower (and any direct or indirect parent thereof) held by any future, current or former employee, director, officer or consultant of the Borrower (or any Subsidiary) (or their respective spouses and/or estates) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $5,000,000 (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); (iv) the declaration and payment of dividends by the Borrower to any direct or indirect parent company of the Borrower that owns 100% of the Borrower’s common stock in aggregate amounts not to exceed the aggregate amount required for such parent company to pay, in each case without duplication: (A) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of the Borrower and its Subsidiaries; (B) foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Borrower and its Subsidiaries, provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Borrower, and Subsidiaries to pay such taxes separately from any such parent company; (C) customary salary, bonus, indemnification obligations and other benefits payable to officers, directors and employees or former officers, directors or employees of such parent company to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of the Borrower and its Subsidiaries; (D) general corporate overhead expenses of such parent company to the extent such expenses are attributable to the ownership or operation of the Borrower and its Subsidiaries; (E) fees and expenses incurred by such parent company in connection with any unsuccessful equity issuances or incurrences of Debt to the extent the net proceeds thereof were intended to be contributed to the Borrower; and (F) taxes with respect to income of any such parent company derived from funding made available to the Borrower and its Subsidiaries by such parent company; (v) the payment of dividends on the Borrower’s common stock in an annual amount not to exceed 6.0% of the net cash proceeds received by or contributed to the Borrower from any public offering of common stock, other than public offerings with respect to the Borrower’s common stock registered on Form S-8 (or any successor form); (vi) other Restricted Payments made in reliance on this clause (vi) not to exceed in the aggregate $75,000,000; (vii) the payment of dividends by the Borrower consisting solely of shares of the Borrower’s common stock or other Equity Interests of the Borrower (other than Redeemable Equity Interests); (viii) the payment of any dividend by a Subsidiary of the Borrower to all the holders of its common stock on a pro rata basis; (ix) the repurchase of Equity Interests deemed to occur upon the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof and applicable withholding taxes, if any; (x) payments of cash, dividends, distributions, advances or other Restricted Payments by the Borrower or any of its Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (A) the exercise of options or warrants or (B) the conversion or exchange of Equity Interests of any such Person; (xi) any Restricted Payment made in connection with the transactions arising out of the Plan; (xii) the declaration and payment of dividends or distributions to holders of any class or series of Redeemable Equity Interests of the Borrower or any Subsidiary issued in accordance with Section 5.02(b); and (xiii) purchases of Receivables Assets pursuant to a Receivables Repurchase Obligation in connection with a Foreign Asset Based Financing and the pro forma adjustments described in Section 1.07payment or distribution of Receivables Fees.

Dividends; Capital Stock. Except for transactions between Declare or among Loan Partiespay, the Borrower will not (directly or permit indirectly, any of its Subsidiaries to) declare dividends or make any dividend payment other distribution, redemption, repurchase or other distribution of assetspayment, properties, whether in cash, rightsproperty, obligations securities or securities on account of any shares of any class a combination thereof, with respect to (whether by reduction of capital stock of the Borrower or any of its Subsidiaries, or purchase, redeem or otherwise acquire for value (or permit any of its Subsidiaries to do sootherwise) any shares of any class of capital stock of the Borrower (or any of its Subsidiaries or any options, warrants, rights or options other equity securities or agreements relating to acquire any capital stock) of the Company, or set apart any sum for the aforesaid purposes (any such sharesdividend, now distribution, redemption, repurchase or hereafter outstanding (collectivelypayment declared, paid or made, or sum set apart therefor, a “Restricted PaymentsPayment”), ) except that: for (i) each Subsidiary of the Borrower may (A) make Restricted Payments to made on or after the Borrower and to other Subsidiaries of Effective Date in accordance with the Borrower that directly or indirectly own Equity Interests of such Subsidiary (and, in Plan and/or the case of a Restricted Payment by a non-wholly owned Subsidiary, to the Borrower and any of its other Subsidiaries and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests) and (B) declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; Disclosure Statement; (ii) the Borrower may declare and pay recurring dividends; provided that the aggregate amount of such dividends paid in any fiscal year shall not exceed $100,000,000; Restricted Payments made when (iii) the Borrower may declare and pay special dividends and enter into share repurchases in an aggregate amount not to exceed $50,000,000 in any fiscal year (which shall automatically be increased to $175,000,000 in any fiscal year on the Engility Closing Date without any action by any party hereto); provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom; and provided further, however, that so long as (1A) no Default or Event of Default shall have occurred and be is continuing or would result immediately therefrom and (2B) the Leverage Fixed Charge and Liquidity Conditions with respect thereto are satisfied on the date such Restricted Payment is made; provided that solely for purposes of this clause (B), a non-recurring discretionary payment of dividends, if any, that has been made under Section 5.02(e)(v) shall be excluded from the calculation of Fixed Charge Coverage Ratio is equal in determining whether the Fixed Charge and Liquidity Conditions are satisfied; (iii) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company (and any direct or indirect parent thereof) held by any future, current or former employee, director, officer or consultant of the Company (or any Subsidiary) (or their respective spouses and/or estates) pursuant to the terms of any employee equity subscription agreement, stock option agreement or less than 3.00 similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $5,000,000 (with unused amounts in any calendar year being carried over to 1.00the next two succeeding calendar years); (iv) the declaration and payment of dividends by the Company to any direct or indirect parent company of the Company that owns 100% of the Company’s common stock in aggregate amounts not to exceed the aggregate amount required for such parent company to pay, in each case on a pro forma basis after giving effect without duplication: (A) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of the Company and its Subsidiaries; (B) foreign, federal, state and local income taxes, to the extent such Restricted Payment income taxes are attributable to the income of the Company and its Subsidiaries, provided that in each case the pro forma adjustments described amount of such payments in Section 1.07any fiscal year does not exceed the amount that the Company and its Subsidiaries would be required to pay in respect of foreign, Restricted Payments described federal, state and local taxes for such fiscal year were the Company, and Subsidiaries to pay such taxes separately from any such parent company; (C) customary salary, bonus, indemnification obligations and other benefits payable to officers, directors and employees or former officers, directors or employees of such parent company to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of the Company and its Subsidiaries; (D) general corporate overhead expenses of such parent company to the extent such expenses are attributable to the ownership or operation of the Company and its Subsidiaries; (E) fees and expenses incurred by such parent company in this clause connection with any unsuccessful equity issuances or incurrences of Debt to the extent the net proceeds thereof were intended to be contributed to the Company; and (iiiF) shall be unlimitedtaxes with respect to income of any such parent company derived from funding made available to the Company and its Subsidiaries by such parent company; and (ivv) the Borrower may make additional Restricted Payments payment of dividends on the Company’s common stock in an aggregate annual amount not to exceed 6.0% of the portionnet cash proceeds received by or contributed to the Company from any public offering of common stock, other than public offerings (provided that such dividends are provided substantially contemporaneously with such offering) with respect to the Company’s common stock registered on Form S-8 (or any successor form); (vi) the payment of dividends by the Company consisting solely of shares of the Company’s common stock or other Equity Interests of the Company (other than Redeemable Equity Interests); (vii) the payment of any dividend by a Subsidiary of the Company to the holders of its Equity Interests (on a pro rata basis, subject to any preferential arrangements in existence at the time of, and not entered into in contemplation of, such dividend); (viii) the repurchase of Equity Interests deemed to occur upon the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof and applicable withholding taxes, if any; (ix) payments of cash, dividends, distributions, advances or other Restricted Payments by the Company or any of its Subsidiaries to allow the payment of cash in lieu of the Available Amount Basket as issuance of fractional shares upon (A) the exercise of options or warrants or (B) the conversion or exchange of Equity Interests of any such time that Person; (x) any Restricted Payment made in connection with the Borrower elects to apply to this Section 5.03(h)(iv), such election to be specified in a written notice of a Financial Officer transactions arising out of the Borrower calculating in reasonable detail Plan; (xi) the amount declaration and payment of dividends or distributions to holders of any class or series of Redeemable Equity Interests of the Available Amount Basket immediately prior Company or any Subsidiary issued in accordance with Section 5.02(b); and (xii) purchases of Receivables Assets pursuant to such election a Receivables Repurchase Obligation in connection with a Foreign Asset Based Financing and the amount thereof elected to be so applied; provided that (i) before and after giving effect to any such Restricted Payment, no Default payment or Event distribution of Default shall have occurred and be continuing or would result therefrom and (ii) after giving effect to any such Restricted Payment, the Interest Coverage Ratio is equal to or greater than 2.00 to 1.00 on a pro forma basis after giving effect to such Restricted Payment and the pro forma adjustments described in Section 1.07Receivables Fees.

Dividends; Capital Stock. Except for transactions between Declare or among Loan Partiespay, the Borrower will not (directly or permit indirectly, any of its Subsidiaries to) declare dividends or make any dividend payment other distribution, redemption, repurchase or other distribution of assetspayment, properties, whether in cash, rightsproperty, obligations securities or securities on account of any shares of any class a combination thereof, with respect to (whether by reduction of capital stock of the Borrower or any of its Subsidiaries, or purchase, redeem or otherwise acquire for value (or permit any of its Subsidiaries to do sootherwise) any shares of any class of capital stock of the Borrower (or any of its Subsidiaries or any options, warrants, rights or options other equity securities or agreements relating to acquire any capital stock) of the Company, or set apart any sum for the aforesaid purposes (any such sharesdividend, now distribution, redemption, repurchase or hereafter outstanding (collectivelypayment declared, paid or made, or sum set apart therefor, a “Restricted PaymentsPayment”), ) except that: for (i) each Subsidiary of the Borrower may (A) make Restricted Payments to made on or after the Borrower and to other Subsidiaries of Effective Date in accordance with the Borrower that directly or indirectly own Equity Interests of such Subsidiary (and, in Plan and/or the case of a Restricted Payment by a non-wholly owned Subsidiary, to the Borrower and any of its other Subsidiaries and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests) and (B) declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; Disclosure Statement; (ii) the Borrower may declare and pay recurring dividends; provided that the aggregate amount of such dividends paid in any fiscal year shall not exceed $100,000,000; Restricted Payments made when (iii) the Borrower may declare and pay special dividends and enter into share repurchases in an aggregate amount not to exceed $50,000,000 in any fiscal year (which shall automatically be increased to $175,000,000 in any fiscal year on the Engility Closing Date without any action by any party hereto); provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom; and provided further, however, that so long as (1A) no Default or Event of Default shall have occurred and be is continuing or would result immediately therefrom and (2B) the Leverage Restricted Payment Conditions with respect thereto are satisfied on the date such Restricted Payment is made, provided that solely for purposes of this clause (B), a non-recurring discretionary payment of dividends, if any, that has been made under Section 5.02(e)(v) shall be excluded from the calculation of Fixed Charge Coverage Ratio is equal in determining whether the Fixed Charge and Liquidity Conditions are satisfied; (iii) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company (and any direct or indirect parent thereof) held by any future, current or former employee, director, officer or consultant of the Company (or any Subsidiary) (or their respective spouses and/or estates) pursuant to the terms of any employee equity subscription agreement, stock option agreement or less than 3.00 similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $5,000,000 (with unused amounts in any calendar year being carried over to 1.00the next two succeeding calendar years); (iv) the declaration and payment of dividends by the Company to any direct or indirect parent company of the Company that owns 100% of the Company’s common stock in aggregate amounts not to exceed the aggregate amount required for such parent company to pay, in each case on a pro forma basis after giving effect without duplication: (A) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of the Company and its Subsidiaries; (B) foreign, federal, state and local income taxes, to the extent such Restricted Payment income taxes are attributable to the income of the Company and its Subsidiaries, provided that in each case the pro forma adjustments described amount of such payments in Section 1.07any fiscal year does not exceed the amount that the Company and its Subsidiaries would be required to pay in respect of foreign, Restricted Payments described federal, state and local taxes for such fiscal year were the Company, and Subsidiaries to pay such taxes separately from any such parent company; (C) customary salary, bonus, indemnification obligations and other benefits payable to officers, directors and employees or former officers, directors or employees of such parent company to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of the Company and its Subsidiaries; (D) general corporate overhead expenses of such parent company to the extent such expenses are attributable to the ownership or operation of the Company and its Subsidiaries; (E) fees and expenses incurred by such parent company in this clause connection with any unsuccessful equity issuances or incurrences of Debt to the extent the net proceeds thereof were intended to be contributed to the Company; and (iiiF) shall be unlimitedtaxes with respect to income of any such parent company derived from funding made available to the Company and its Subsidiaries by such parent company; and (ivv) the Borrower may make additional Restricted Payments payment of dividends on the Company’s common stock in an aggregate annual amount not to exceed 6.0% of the portionnet cash proceeds received by or contributed to the Company from any public offering of common stock, other than public offerings (provided that such dividends are provided substantially contemporaneously with such offering) with respect to the Company’s common stock registered on Form S-8 (or any successor form); (vi) the payment of dividends by the Company consisting solely of shares of the Company’s common stock or other Equity Interests of the Company (other than Redeemable Equity Interests); (vii) the payment of any dividend by a Subsidiary of the Company to the holders of its Equity Interests (on a pro rata basis, subject to any preferential arrangements in existence at the time of, and not entered into in contemplation of, such dividend); (viii) the repurchase of Equity Interests deemed to occur upon the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof and applicable withholding taxes, if any; (ix) payments of cash, dividends, distributions, advances or other Restricted Payments by the Company or any of its Subsidiaries to allow the payment of cash in lieu of the Available Amount Basket as issuance of fractional shares upon (A) the exercise of options or warrants or (B) the conversion or exchange of Equity Interests of any such time that Person; (x) any Restricted Payment made in connection with the Borrower elects to apply to this Section 5.03(h)(iv), such election to be specified in a written notice of a Financial Officer transactions arising out of the Borrower calculating in reasonable detail Plan; (xi) the amount declaration and payment of dividends or distributions to holders of any class or series of Redeemable Equity Interests of the Available Amount Basket immediately prior Company or any Subsidiary issued in accordance with Section 5.02(b); and (xii) purchases of Receivables Assets pursuant to such election a Receivables Repurchase Obligation in connection with a Foreign Asset Based Financing and the amount thereof elected to be so applied; provided that payment or distribution of Receivables Fees. 124 Chemtura (iRevolving Facility) before and after giving effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) after giving effect to any such Restricted Payment, the Interest Coverage Ratio is equal to or greater than 2.00 to 1.00 on a pro forma basis after giving effect to such Restricted Payment and the pro forma adjustments described in Section 1.07.Credit Agreement

Dividends; Capital Stock. Except for transactions between Declare or among Loan Partiespay, the Borrower will not (directly or permit indirectly, any of its Subsidiaries to) declare dividends or make any dividend payment or other distribution of assetsor payment, properties, whether in cash, rightsproperty, obligations securities or securities on account of any shares of any class a combination thereof, with respect to (whether by reduction of capital stock of the Borrower or any of its Subsidiaries, or purchase, redeem or otherwise acquire for value (or permit any of its Subsidiaries to do sootherwise) any shares of any class of capital stock of the Borrower or membership interests (or any of its Subsidiaries or any options, warrants, rights or options other equity securities or agreements relating to acquire any such sharescapital stock or membership interests), now or hereafter outstanding set apart any sum for the aforesaid purposes (collectivelyall of the foregoing, “Restricted Payments”), except that: ; provided that (i) each Subsidiary of the any Borrower may (A) make Restricted Payments to the Borrower and to any other Subsidiaries of the Borrower that directly or indirectly own Equity Interests of such Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to the Borrower and any of is its other Subsidiaries and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests) and (B) declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; direct parent; (ii) any Borrower (other than the Borrower Parent) may declare and pay recurring dividendsdividends ratably with respect to its Equity Interests; provided that the aggregate amount of such dividends paid in any fiscal year shall not exceed $100,000,000; and (iii) the Borrower Parent may declare and pay special dividends and enter into share repurchases in an aggregate amount not to exceed $50,000,000 in any fiscal year (which shall automatically be increased to $175,000,000 in any fiscal year on the Engility Closing Date without any action by any party hereto); provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom; and provided further, however, that make a Restricted Payment so long as at the time of and after giving effect to such Restricted Payment, (1A) no Default or Event of Default shall have occurred and be is continuing or would result therefrom and (B) the amount of such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Parent after the Closing Date, is less than the sum of (1) 50% of the Net Income of the Parent and its Subsidiaries for the period, taken as one accounting period, from the Closing Date to the end of the Parent’s most recently ended Fiscal Quarter for which financial statements complying with Section 5.01(a) or 5.01(b) (as applicable) have been delivered at the time of such Restricted Payment, or, if such Net Income for such period is a deficit, less 100% of such deficit, plus (2) up to 100% of the Leverage Ratio is equal proceeds (such proceeds to or less than 3.00 to 1.00, be determined in each case on a pro forma basis after accordance with clause (c) of the definition of Net Proceeds without giving effect to the proviso therein) from the sale or issuance by the Parent of any of its Equity Interest remaining after making any mandatory prepayment of Net Proceeds that may be required at such Restricted Payment and the pro forma adjustments described in Section 1.07, Restricted Payments described in this clause (iii) shall be unlimited; and (iv) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed the portiontime, if any, of the Available Amount Basket as of such time that the Borrower elects pursuant to apply Section 2.12(b)(iii) and not used to this Section 5.03(h)(iv)make any Investments or other Restricted Payments, such election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Amount Basket immediately prior to such election and the amount thereof elected to be so applied; provided that plus (i3) before and after giving effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) after giving effect to any such Restricted Payment, the Interest Coverage Ratio is equal to or greater than 2.00 to 1.00 on a pro forma basis after giving effect to such Restricted Payment and the pro forma adjustments described in Section 1.07$2,000,000.

Dividends; Capital Stock. Except Declare or pay, directly or indirectly, or otherwise make any Restricted Payment or set apart any sum for transactions between the aforesaid purposes, provided, that (a) any Guarantor other than the Parent may pay dividends or among Loan Partiesother distributions or make transfers to the Borrower or another Guarantor; (b) the Borrower and any Guarantor may pay dividends or make other distributions or payments to the Parent (and, from and after a Permitted Holder Acquisition, Parent may pay same to a Permitted Holder) for (i) corporate expenses, including, without limitation, taxes (provided that, after any Permitted Holder Acquisition, neither the Borrower, the Borrower will not (or permit Parent nor any of its Subsidiaries to) declare or Guarantor may make any dividend payment or other distribution with respect to taxes in excess of assetsthe amount of taxes that the Borrower, propertiesthe Parent or such Guarantor would have paid in the absence of tax consolidation with the Permitted Holder) and salaries (ii) to permit the Parent to repurchase or redeem stock held by officers, cashdirectors, rightsemployees, obligations former officers, directors or securities on account employees of any shares of any class of capital stock of the Parent, the Borrower or any Guarantor (A) upon their death, disability, retirement, severance or termination of employment or service, (B) pursuant to any equity plan, stock plan or management plan, collectively, in an amount not to exceed $1,000,000 in the aggregate at any one time outstanding (or such greater amount, which may not to exceed $50,000,000, in connection with consummating a Permitted Acquisition), or (C) in connection with any equity plan, stock plan or management plan in an amount equal to the withholding tax incurred in connection with (i) the vesting of restricted shares issued thereunder, (ii) the exercise of options granted thereunder, or (iii) any other award thereunder; (c) dividends by any Subsidiary to any other holder of its Subsidiaries, or purchase, redeem or otherwise acquire for value equity on a pro rata basis; (or permit any of its Subsidiaries to do sod) any shares of any class Guarantor or Borrower may pay dividends in the form of capital stock of the Borrower or any of its Subsidiaries or any warrants, rights or options to acquire any such shares, now or hereafter outstanding (collectively, “Restricted Payments”), except that: (i) each Subsidiary of the Borrower may (A) make Restricted Payments to the Borrower and to other Subsidiaries of the Borrower that directly or indirectly own Equity Interests of such Subsidiary (andor, in the case of a Restricted Payment by a non-wholly owned Subsidiarypreferred stock, to may increase the Borrower and any of its other Subsidiaries and to each other owner aggregate liquidation value thereof; (e) repurchases of Equity Interests deemed to occur upon the exercise of such Subsidiary based on their relative ownership interests) and (B) declare and make dividend payments or other distributions payable solely in stock options if the Equity Interests represents a portion of such Person; the exercise price thereof; (iif) only if the Borrower has achieved and has maintained a corporate credit rating of at least BB- (or the equivalent thereof) from S&P and at least Ba-3 (or the equivalent hereof) from Xxxxx’x (with each such rating having a stable or positive outlook), the Parent may declare pay (and Borrower may pay recurring dividends; provided that same to Parent) dividends and distributions (including in connection with the aggregate amount consummation of such dividends paid stock repurchases) to the holders of its Equity Interests in any fiscal year shall not exceed $100,000,000; (iii) the Borrower may declare and pay special dividends and enter into share repurchases in an aggregate amount not to exceed $50,000,000 in any 25% of the consolidated net income of the Parent and the Subsidiaries for the immediately preceding fiscal year (which shall automatically for purposes of this clause (f) be increased to $175,000,000 the consolidated net income set forth in any the audited financial statements of the Parent and its Subsidiaries on a consolidated basis for such immediately preceding fiscal year on plus (v) charges relating to non-cash stock compensation, (w) non-cash charges of the Engility Closing Date without type described under the section titled “Fresh-Start Reporting” in its financial statements, (x) non-cash deferred revenue of the type described under the section titled “Frequent Flyer Accounting” in its financial statements, (y) non-cash taxes, (z) extraordinary, non-recurring or unusual non-cash losses reflected in such audited financial statements, minus (aa) extraordinary, non-recurring or unusual non-cash gains, reflected in such audited financial statements; (g) the Borrower or any action by any party hereto); Guarantor may pay dividends with the proceeds from the issuance of additional Equity Interests or subordinated Indebtedness permitted hereunder, provided that (1) the Agents shall have received an Officer’s Certificate required to be delivered pursuant to Section 5.01(c), which certificate shall demonstrate compliance on a Pro Forma Basis with the covenant set forth in Section 6.04 hereof for the most recent fiscal quarter and (2) no Default or Event of Default shall have occurred and be continuing or would result therefrom; and provided furtherat the time of payment of such dividend, however, that so long as (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (2) the Leverage Ratio is equal to or less than 3.00 to 1.00, in each case on a pro forma basis after giving effect to such Restricted Payment and the pro forma adjustments described in Section 1.07, Restricted Payments described in this clause (iii) shall be unlimited; and (ivh) the Borrower or any Guarantor may make additional Restricted Payments in an aggregate amount not repurchase all Equity Interests issued pursuant to exceed the portion, if any, of the Available Amount Basket as of such time that the Borrower elects to apply to this Section 5.03(h)(iv), such election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Amount Basket immediately prior to such election Indentures and the amount thereof elected to be so applied; provided that (i) before Borrower may make dividends or distributions to Parent to enable Parent to redeem, repurchase or otherwise extinguish its 2% convertible preferred stock issued to the PBGC, and after giving effect to any Parent may make such Restricted Payment, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) after giving effect to any such Restricted Payment, the Interest Coverage Ratio is equal to or greater than 2.00 to 1.00 on a pro forma basis after giving effect to such Restricted Payment and the pro forma adjustments described in Section 1.07payments.

Dividends; Capital Stock. Except for transactions between or among Loan Parties, the Borrower will not (or permit any of its Subsidiaries to) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of capital stock of the Borrower or any of its Subsidiaries, or purchase, redeem or otherwise acquire for value (or permit any of its Subsidiaries to do so) any shares of any class of capital stock of the Borrower or any of its Subsidiaries or any warrants, rights or options to acquire any such shares, now or hereafter outstanding (collectively, “Restricted Payments”), except that: : (i) each Subsidiary of the Borrower may (A) make Restricted Payments to the Borrower and to other Subsidiaries of the Borrower that directly or indirectly own Equity Interests of such Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to the Borrower and any of its other Subsidiaries and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests) and (B) declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; ; (ii) the Borrower may declare and pay recurring dividends; provided that the aggregate amount of such dividends paid in any fiscal year shall not exceed $100,000,000; ; (iii) the Borrower may declare and pay special dividends and enter into share repurchases in an aggregate amount not to exceed $50,000,000 in any fiscal year (which shall automatically be increased to $175,000,000 in any fiscal year on the Engility Closing Date without any action by any party hereto); provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom; and provided further, however, that so long as (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (2) the Leverage Ratio is equal to or less than 3.00 to 1.00, in each case on a pro forma basis after giving effect to such Restricted Payment and the pro forma adjustments described in Section 1.07, Restricted Payments described in this clause (iii) shall be unlimited; and (iv) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed the portion, if any, of the Available Amount Basket as of such time that the Borrower elects to apply to this Section 5.03(h)(iv), such election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Amount Basket immediately prior to such election and the amount thereof elected to be so applied; provided that (i) before and after giving effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) after giving effect to any such Restricted Payment, the Interest Coverage Ratio is equal to or greater than 2.00 to 1.00 on a pro forma basis after giving effect to such Restricted Payment and the pro forma adjustments described in Section 1.07.130

Dividends; Capital Stock. Except for transactions between or among Loan Parties, the Borrower will not (or permit any of its Subsidiaries to) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of capital stock of the Borrower or any of its Subsidiaries, or purchase, redeem or otherwise acquire for value (or permit any of its Subsidiaries to do so) any shares of any class of capital stock of the Borrower or any of its Subsidiaries or any warrants, rights or options to acquire any such shares, now or hereafter outstanding (collectively, “Restricted Payments”), except that: (i) from and after the Tranche B Effective Date, each Subsidiary of the Borrower may (A) make Restricted Payments to the Borrower and to other Subsidiaries of the Borrower that directly or indirectly own Equity Interests of such Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to the Borrower and any of its other Subsidiaries and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests) and (B) declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; (ii) the Borrower may declare and pay recurring dividends; provided that the aggregate amount of such dividends paid in any fiscal year shall not exceed $100,000,000;65,000,000; and (iii) the Borrower may declare and pay special dividends and enter into share repurchases in an aggregate amount not to exceed $50,000,000 in any fiscal year (which shall automatically be increased to $175,000,000 in any fiscal year on the Engility Closing Date without any action by any party hereto)year; provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom; and provided further, however, that so long as (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (2) (x) if the Tranche B Effective Date has not occurred, the Leverage Ratio is equal to or less than 2.00 to 1.00 or (y) if the Tranche B Effective Date has occurred, the Leverage Ratio is equal to or less than 3.00 to 1.00, in each case on a pro forma basis after giving effect to such Restricted Payment and the pro forma adjustments described in Section 1.07, Restricted Payments described in this clause (iii) shall be unlimited; and (iv) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed the portion, if any, of the Available Amount Basket as of such time that the Borrower elects to apply to this Section 5.03(h)(iv), such election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Amount Basket immediately prior to such election and the amount thereof elected to be so applied; provided that (i) before and after giving effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) after giving effect to any such Restricted Payment, the Interest Coverage Ratio is equal to or greater than 2.00 to 1.00 on a pro forma basis after giving effect to such Restricted Payment and the pro forma adjustments described in Section 1.07.

Dividends; Capital Stock. Except for transactions between Declare or among Loan Partiespay, the Borrower will not (directly or permit indirectly, any of its Subsidiaries to) declare dividends or make any dividend payment other distribution, redemption, repurchase or other distribution of assetspayment, properties, whether in cash, rightsproperty, obligations securities or securities on account of any shares of any class a combination thereof, with respect to (whether by reduction of capital stock of the Borrower or any of its Subsidiaries, or purchase, redeem or otherwise acquire for value (or permit any of its Subsidiaries to do sootherwise) any shares of any class of capital stock of the Borrower (or any of its Subsidiaries or any options, warrants, rights or options other equity securities or agreements relating to acquire any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes (any such sharesdividend, now distribution, redemption, repurchase or hereafter outstanding (collectivelypayment declared, paid or made, or sum set apart therefor, a “Restricted PaymentsPayment”), ) except that: for (i) each Subsidiary of the Borrower may (A) make Restricted Payments to made on or after the Borrower and to other Subsidiaries of Escrow Release Date in accordance with the Borrower that directly or indirectly own Equity Interests of such Subsidiary (and, in Plan and/or the case of a Restricted Payment by a non-wholly owned Subsidiary, to the Borrower and any of its other Subsidiaries and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests) and (B) declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; Disclosure Statement; (ii) Restricted Payments made out of the Borrower may declare and pay recurring dividends; provided that the aggregate amount of such dividends paid in any fiscal year shall not exceed $100,000,000; (iii) the Borrower may declare and pay special dividends and enter into share repurchases in an aggregate amount not to exceed $50,000,000 in any fiscal year (which shall automatically be increased to $175,000,000 in any fiscal year on the Engility Closing Date without any action by any party hereto); Available Amount, provided that no Default or Event of Default shall have occurred and be is continuing or would result therefromimmediately therefrom and provided further that after giving effect to such Restricted Payment and any Debt incurred in connection therewith, the Borrower would be in compliance on a pro forma basis with the requirements of Section 5.04; (iii) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Borrower (and any direct or indirect parent thereof) held by any future, current or former employee, director, officer or consultant of the Borrower (or any Subsidiary) (or their respective spouses and/or estates) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $5,000,000 (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); (iv) the declaration and payment of dividends by the Borrower to any direct or indirect parent company of the Borrower that owns 100% of the Borrower’s common stock in aggregate amounts not to exceed the aggregate amount required for such parent company to pay, in each case without duplication: (A) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of the Borrower and its Subsidiaries; (B) foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Borrower and its Subsidiaries, provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Borrower, and Subsidiaries to pay such taxes separately from any such parent company; (C) customary salary, bonus, indemnification obligations and other benefits payable to officers, directors and employees or former officers, directors or employees of such parent company to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of the Borrower and its Subsidiaries; (D) general corporate overhead expenses of such parent company to the extent such expenses are attributable to the ownership or operation of the Borrower and its Subsidiaries; (E) fees and expenses incurred by such parent company in connection with any unsuccessful equity issuances or incurrences of Debt to the extent the net proceeds thereof were intended to be contributed to the Borrower; and provided further(F) taxes with respect to income of any such parent company derived from funding made available to the Borrower and its Subsidiaries by such parent company; (v) the payment of dividends on the Borrower’s common stock in an annual amount not to exceed 6.0% of the net cash proceeds received by or contributed to the Borrower from any public offering of common stock, howeverother than public offerings with respect to the Borrower’s common stock registered on Form S-8 (or any successor form); (vi) other Restricted Payments made in reliance on this clause (vi) not to exceed in the aggregate $75,000,000 (to the extent made on or after the Amendment No. 2 Effective Date); (vii) the payment of dividends by the Borrower consisting solely of shares of the Borrower’s common stock or other Equity Interests of the Borrower (other than Redeemable Equity Interests); (viii) the payment of any dividend by a Subsidiary of the Borrower to the holders of its Equity Interests (on a pro rata basis, subject to any preferential arrangements in existence at the time of, and not entered into in contemplation of, such dividend); (ix) the repurchase of Equity Interests deemed to occur upon the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof and applicable withholding taxes, if any; (x) payments of cash, dividends, distributions, advances or other Restricted Payments by the Borrower or any of its Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (A) the exercise of options or warrants or (B) the conversion or exchange of Equity Interests of any such Person; (xi) any Restricted Payment made in connection with the transactions arising out of the Plan; (xii) the declaration and payment of dividends or distributions to holders of any class or series of Redeemable Equity Interests of the Borrower or any Subsidiary issued in accordance with Section 5.02(b); (xiii) purchases of Receivables Assets pursuant to a Receivables Repurchase Obligation in connection with a Foreign Asset Based Financing and the payment or distribution of Receivables Fees; and (xiv) any other Restricted Payments so long as at the time such Restricted Payment is made (1A) no Default or Event of Default shall have occurred and be is continuing or would result immediately therefrom and (2B) the Leverage Ratio is equal to or less than 3.00 to 1.00, in each case on a pro forma basis Pro Forma Basis immediately after giving effect to such Restricted Payment and the pro forma adjustments described any Debt incurred in Section 1.07, Restricted Payments described in this clause (iii) shall be unlimited; and (iv) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed the portion, if any, of the Available Amount Basket as of such time that the Borrower elects to apply to this Section 5.03(h)(iv), such election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Amount Basket immediately prior to such election and the amount thereof elected to be so applied; provided that (i) before and after giving effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) after giving effect to any such Restricted Paymentconnection therewith, the Interest Coverage Total Net Leverage Ratio is equal to or greater than 2.00 to 1.00 on a pro forma basis after giving effect to such Restricted Payment and the pro forma adjustments described in Section 1.07would not exceed 3.00:1.00.

Dividends; Capital Stock. Except for transactions between or among Loan Parties, the Borrower will not (or permit any of its Subsidiaries to) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of capital stock of the Borrower or any of its Subsidiaries, or purchase, redeem or otherwise acquire for value (or permit any of its Subsidiaries to do so) any shares of any class of capital stock of the Borrower or any of its Subsidiaries or any warrants, rights or options to acquire any such shares, now or hereafter outstanding (collectively, “Restricted Payments”), except that: (i) each Subsidiary of the Borrower may (A) make Restricted Payments to the Borrower and to other Subsidiaries of the Borrower that directly or indirectly own Equity Interests of such Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to the Borrower and any of its other Subsidiaries and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests) and (B) declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; (ii) the Borrower may declare and pay recurring dividends; provided that the aggregate amount of such dividends paid in any fiscal year shall not exceed $100,000,000; (iii) the Borrower may declare and pay special dividends and enter into share repurchases in an aggregate amount not to exceed $50,000,000 in any fiscal year (which shall automatically be increased to $175,000,000 in any fiscal year on the Engility Closing Date without any action by any party hereto); provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom; and provided further, however, that so long as (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (2) the Leverage Ratio is equal to or less than 3.00 to 1.00, in each case on a pro forma basis after giving effect to such Restricted Payment and the pro forma adjustments described in Section 1.07, Restricted Payments described in this clause (iii) shall be unlimited; and (iv) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed the portion, if any, of the Available Amount Basket as of such time that the Borrower elects to apply to this Section 5.03(h)(iv), such election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Amount Basket immediately prior to such election and the amount thereof elected 123 to be so applied; provided that (i) before and after giving effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) after giving effect to any such Restricted Payment, the Interest Coverage Ratio is equal to or greater than 2.00 to 1.00 on a pro forma basis after giving effect to such Restricted Payment and the pro forma adjustments described in Section 1.07.

Dividends; Capital Stock. Except for transactions between or among Loan Parties, the Borrower will not (or permit any of its Subsidiaries to) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of capital stock of the Borrower or any of its Subsidiaries, or purchase, redeem or otherwise acquire for value (or permit any of its Subsidiaries to do so) any shares of any class of capital stock of the Borrower or any of its Subsidiaries or any warrants, rights or options to acquire any such shares, now or hereafter outstanding (collectively, “Restricted Payments”), except that: (i) each Subsidiary of the Borrower may (A) make Restricted Payments to the Borrower and to other Subsidiaries of the Borrower that directly or indirectly own Equity Interests of such Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to the Borrower and any of its other Subsidiaries and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests) and (B) declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; (ii) the Borrower may declare and pay recurring dividends; provided that the aggregate amount of such dividends paid in any fiscal year shall not exceed $100,000,000;65,000,000; and (iii) the Borrower may declare and pay special dividends and enter into share repurchases in an aggregate amount not to exceed $50,000,000 in any fiscal year (which shall automatically be increased to $175,000,000 in any fiscal year on the Engility Closing Date without any action by any party hereto)year; provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom; and provided further, however, that so long as (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (2) the Leverage Ratio is equal to or less than 3.00 to 1.00, in each case on a pro forma basis after giving effect to such Restricted Payment and the pro forma adjustments described in Section 1.07, Restricted Payments described in this clause (iii) shall be unlimited; and (iv) the Borrower may make additional Restricted Payments in an aggregate amount not to exceed the portion, if any, of the Available Amount Basket as of such time that the Borrower elects to apply to this Section 5.03(h)(iv), such election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Amount Basket immediately prior to such election and the amount thereof elected to be so applied; provided that (i) before and after giving effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) after giving effect to any such Restricted Payment, the Interest Coverage Ratio is equal to or greater than 2.00 to 1.00 on a pro forma basis after giving effect to such Restricted Payment and the pro forma adjustments described in Section 1.07.

Dividends; Capital Stock. Except for transactions between Declare or among Loan Partiespay any dividends, the Borrower will not (or permit any of its Subsidiaries to) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of capital stock of the Borrower or any of its Subsidiaries, or purchase, redeem repurchase, redeem, retire, defease or otherwise acquire for value any of its Equity Interests now or hereafter outstanding, return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, make any distribution of assets, Equity Interests, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such, or permit any of its Subsidiaries to do so) any shares of any class of capital stock of the Borrower foregoing, or permit any of its Subsidiaries to purchase, repurchase, redeem, retire, defease or otherwise acquire for value any Equity Interests in such Loan Party, any other Loan Party or any warrants, rights direct or options to acquire any such shares, now or hereafter outstanding indirect Subsidiaries thereof (collectively, “Restricted Payments”), except that: (i) each Subsidiary of the Borrower may (A) make Restricted Payments to the Borrower extent constituting Restricted Payments, a Loan Party may enter into and to other Subsidiaries of the Borrower that directly or indirectly own Equity Interests of such Subsidiary consummate any transactions permitted under Section 5.02(d), (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to the Borrower and any of its other Subsidiaries and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interestse) and (B) declare and make dividend payments or other distributions payable solely in the Equity Interests of such Personh); (ii) to the Borrower extent constituting Restricted Payments, a Loan Party may declare and pay recurring dividends; provided that make repurchases of Equity Interests from employees, former employees, directors or former directors pursuant to mandatory repurchase plans upon the aggregate amount death or disability of such dividends paid persons, in any fiscal year shall each case in amounts not to exceed $100,000,000the fair market value of the Equity Interests so repurchased; (iii) to the extent constituting Restricted Payments, a Loan Party may pay customary investment banking fees to national investment banks that are Affiliates of its stockholders, partners or members on an arm’s-length basis in order to consummate any capital markets financing transactions; (iv) to the extent constituting Restricted Payments, a Loan Party may pay dividends to permit the Borrower may declare to pay any taxes that are due and pay special dividends and enter into share repurchases in an aggregate amount not to exceed $50,000,000 in any fiscal year (which shall automatically be increased to $175,000,000 in any fiscal year on payable by the Engility Closing Date without any action by any party hereto); provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom; and provided further, however, that so long as (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (2) the Leverage Ratio is equal to or less than 3.00 to 1.00, in each case on a pro forma basis after giving effect to such Restricted Payment Borrower and the pro forma adjustments described in Section 1.07, Loan Party as part of the Consolidated group; (v) any Loan Party (other than the Borrower) or any of its Subsidiaries may make Restricted Payments described in this clause (iii) shall be unlimitedto any other Loan Party or any of its Subsidiaries; and (ivvi) repurchases of Equity Interests in the ordinary course of business in the Borrower may make additional Restricted Payments in an aggregate amount not (or any direct or indirect parent thereof) or any of its Subsidiaries deemed to exceed the portion, occur upon exercise of stock options or warrants if any, such Equity Interests represent a portion of the Available Amount Basket as exercise price of such time that the Borrower elects to apply to this Section 5.03(h)(iv), such election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Amount Basket immediately prior to such election and the amount thereof elected to be so applied; provided that (i) before and after giving effect to any such Restricted Payment, no Default options or Event of Default shall have occurred and be continuing or would result therefrom and (ii) after giving effect to any such Restricted Payment, the Interest Coverage Ratio is equal to or greater than 2.00 to 1.00 on a pro forma basis after giving effect to such Restricted Payment and the pro forma adjustments described in Section 1.07warrants.