Common use of Restricted Payments; Certain Payments in Respect of Indebtedness Clause in Contracts

Restricted Payments; Certain Payments in Respect of Indebtedness. (a) Declare or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (i) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (ii) The Company or any Restricted Subsidiary may declare and pay dividends to holders of any class or series of Disqualified Stock of the Company or such Restricted Subsidiary, as applicable, issued or incurred in compliance with Section 7.02 to the extent such dividends are included as Cash Interest Expense in any calculation of the Consolidated Interest Coverage Ratio; (iii) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company may declare and make any Restricted Payment if after giving effect to such Restricted Payment the Consolidated Net Leverage Ratio on a Pro Forma Basis would not be greater than 2.75 to 1.00; (iv) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company may declare and pay dividends with respect to its Equity Interests in any fiscal year in an aggregate amount not to exceed $50,000,000, in each case, if after giving effect to each such Restricted Payment, the Company and its Restricted Subsidiaries would be in Pro Forma Compliance with the then applicable Consolidated Net Leverage Ratio pursuant to Section 7.11; and (b) Make or agree to make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of the principal of or interest on any Subordinated Debt or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, cancellation or termination of any Subordinated Debt, except: (i) scheduled and other mandatory payments of interest and principal in respect of Subordinated Debt; and (ii) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company or such Restricted Subsidiary may make any payment or other distribution if after giving effect thereto the Consolidated Net Leverage Ratio on a Pro Forma Basis would not be greater than 2.75 to 1.00; (c) provided that no payment shall be made in respect of Subordinated Debt that is prohibited by the subordination provisions applicable to such Subordinated Debt.

Restricted Payments; Certain Payments in Respect of Indebtedness. (a) Declare The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: that (i) Restricted Subsidiaries may declare and pay dividends make Restricted Payments ratably with respect to their Equity Interests, , (ii) The Company or any the Borrower and its Restricted Subsidiary Subsidiaries may declare and pay dividends to holders of any class or series of Disqualified Stock of the Company Borrower or such any Restricted Subsidiary, as applicable, Subsidiary issued or incurred in compliance with Section 7.02 to the extent such dividends are included as Cash Interest Expense in any calculation of the Consolidated Interest Coverage Ratio; 6.01, (iii) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower may declare and make any Restricted Payment if if, on the date such Restricted Payment is to be made, after giving effect to such Restricted Payment the Consolidated Net Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis would not be greater than 2.75 2.00 to 1.00; , (iv) if the Borrower may make dividend payments in respect of the dividend declared by the Board of Directors of the Borrower on August 1, 2017, (v) the Borrower may make Restricted Payments, not exceeding $10,000,000 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 or employees of the Borrower and its Restricted Subsidiaries, (vi) so long as no Event of Default has occurred and is continuing or would occur as a result thereofresult, the Company Borrower and its Restricted Subsidiaries may declare and pay dividends with respect make other Restricted Payments in an amount not to exceed the Available Amount; provided that, at the time each Restricted Payment is made (other than in reliance on clause (a) of the definition of “Available Amount”), the Secured Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis is no greater than 3.00 to 1.00, (vii) the Borrower may repurchase its Equity Interests in any fiscal year in an aggregate amount not to exceed $50,000,00015,000,000 in any fiscal year, in each case, if any unutilized portion of which may be carried forward to the immediately succeeding fiscal year; provided that at the time of and immediately after giving effect to each any such Restricted Payment, no Default shall have occurred and be continuing; provided further that in any given fiscal year any such repurchases shall be deemed first, to reduce the Company and its $15,000,000 available for such fiscal year and, second, after such amount is reduced to $0, to reduce any carryover from the prior fiscal year, (viii) [Reserved], (ix) [Reserved], (x) [Reserved], (xi) the Borrower may make Restricted Subsidiaries would be in Pro Forma Compliance Payments with the then applicable Consolidated Net Leverage Ratio proceeds of, or in exchange for, a substantially contemporaneous issuance of Qualified Equity Interests of the Borrower (other than issuances to a Restricted Subsidiary, the proceeds of any issuance to the extent included in the Available Amount or applied pursuant to Section 7.116.04(t)); and(xii) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other payments or distributions solely in Qualified Equity Interests of such Person, and (xiii) the Borrower may (A) purchase or pay cash in lieu of fractional shares of its Equity Interests arising out of stock dividends, splits, or business combinations or in connection with issuance of Qualified Equity Interests of the Borrower pursuant to mergers, consolidations or other acquisitions permitted by this Agreement, (B) pay cash in lieu of fractional shares upon the exercise of warrants, options or other securities convertible into or exercisable for Qualified Equity Interests of the Borrower, and (C) make payments in connection with the retention of Qualified Equity Interests in payment of withholding taxes in connection with equity-based compensation plans to the extent that net share settlement arrangements are deemed to be repurchases. (b) Make or agree to makeThe Borrower will not, and will not permit any Restricted Subsidiary to, make directly or indirectly, any payment voluntary prepayment or other voluntary distribution (whether in cash, securities or other property) of or in respect of the principal of or interest on any Subordinated Debt subordinated Indebtedness of the Borrower or any payment of its Restricted Subsidiaries (other than Intercompany Indebtedness) or Indebtedness secured by Liens on the Collateral ranking junior to the Liens securing the Secured Obligations, in each case in a principal amount in excess of $5,000,000 (“Junior Debt”), or any voluntary prepayment or other voluntary distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the voluntary purchase, redemption, retirement, defeasance, cancellation or termination of principal of any Subordinated DebtJunior Debt (each, except: a “Junior Debt Prepayment”), except (i) scheduled and other mandatory payments of interest and principal in respect of Subordinated any Junior Debt; and , (ii) the conversion of any Junior Debt to Qualified Equity Interests of the Borrower and the payment of cash in lieu of fractional shares in connection therewith, (iii) refinancings and replacements of Junior Debt with proceeds of Indebtedness permitted to be incurred under Section 6.01 or with Net Proceeds of Qualified Equity Interests of the Borrower, (iv) [Reserved], (v) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower or such Restricted Subsidiary may make any payment or other distribution if Junior Debt Prepayment if, on the date such Junior Debt Prepayment is to be made, after giving effect thereto the Consolidated Net Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis would not be greater than 2.75 2.00 to 1.00; , and (cvi) so long as no Event of Default has occurred and is continuing or would occur as a result thereof, other Junior Debt Prepayments in an amount not to exceed the Available Amount; provided that that, at the time each Junior Debt Prepayment is made (other than in reliance on clause (a) of the definition of “Available Amount”), the Secured Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis is no greater than 3.00 to 1.00. Notwithstanding anything herein to the contrary, the foregoing provisions of Section 6.06 will not prohibit the payment of any Restricted Payment or the consummation of any irrevocable redemption, purchase, defeasance, distribution or other payment 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 complied with the provisions of this Agreement, provided that, if at the time thereof and immediately after giving effect thereto, no Events of Default under Section 7.01(a), (b), (h) and (i) and shall have occurred and be made in respect of Subordinated Debt that is prohibited by the subordination provisions applicable to such Subordinated Debtcontinuing.

Restricted Payments; Certain Payments in Respect of Indebtedness. (a) Declare The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: that (i) Restricted Subsidiaries may declare and pay dividends make Restricted Payments ratably with respect to their Equity Interests, , (ii) The Company or any Restricted Subsidiary may declare the declaration and pay payment of dividends to holders of any class or series of Disqualified Stock of the Company Borrower or such any Restricted Subsidiary, as applicable, Subsidiary issued or incurred in compliance with Section 7.02 to the extent such dividends are included as Cash Interest Expense in any calculation of the Consolidated Interest Coverage Ratio; 6.01, (iii) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower may declare and make any Restricted Payment if if, on the date such Restricted Payment is to be made, after giving effect to such Restricted Payment the Consolidated Net Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis would not be greater than 2.75 4.00 to 1.00; , (iv) if [Reserved], (v) the Borrower may make Restricted Payments, not exceeding $15,000,000 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 or employees of the Borrower and its Restricted Subsidiaries, (vi) so long as no Event of Default has occurred and is continuing or would occur as a result thereofcontinuing, the Company Borrower and its Restricted Subsidiaries may declare and pay dividends with respect make other Restricted Payments in an amount not to exceed the Available Amount; provided that, at the time each Restricted Payment is made (other than in reliance on clause (a) of the definition of “Available Amount”), the Secured Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis is no greater than 3.50 to 1.00, (vii) the Borrower may repurchase its Equity Interests in any fiscal year in an aggregate amount not to exceed $50,000,00050,000,000 in any fiscal year, in each case, if any unutilized portion of which may be carried forward to the immediately succeeding fiscal year; provided that at the time of and immediately after giving effect to each any such Restricted Payment, no Default shall have occurred and be continuing; provided, further, that in any given fiscal year any such repurchases shall be deemed first, to reduce the Company and its $50,000,000 available for such fiscal year and, second, after such amount is reduced to $0, to reduce any carryover from the prior fiscal year, (viii) any Restricted Subsidiaries would Payment required to be made in Pro Forma Compliance connection with the then applicable Consolidated Net Leverage Ratio settlement of the Existing Convertible Notes, (ix) the Borrower may settle warrants that constitute a Permitted Call Spread Hedging Agreement related to the Existing Convertible Notes or any Other Convertible Notes (a) by delivery of shares of the Borrower’s common stock upon settlement thereof, or (b) by (x) set-off against the call option purchased in connection with the same Permitted Call Spread Hedging Agreement; or (y) payment of an early termination amount thereof upon any early termination thereof in common stock or, in the case of a nationalization, insolvency, tender offer, merger event or other extraordinary event (as a result of which holders of the Borrower’s common stock are entitled to receive cash or other consideration (other than the Borrower’s common stock) for their shares of the Borrower’s common stock) or similar transaction with respect to the Borrower or the common stock of the Borrower, cash and/or other property, (x) the issuance of or performance of obligations under any warrant issued pursuant to a Permitted Call Spread Hedging Agreement related to the Existing Convertible Notes or any Other Convertible Notes that provides for settlement by delivery of cash and/or other property as the result of a nationalization, insolvency, tender offer, merger event or other extraordinary event (as a result of which holders of the Borrower’s common stock are entitled to receive cash or other consideration (other than the Borrower’s common stock) for their shares of the Borrower’s common stock) or similar transaction with respect to the Borrower or the common stock of the Borrower, (xi) the Borrower may make Restricted Payments with the proceeds of, or in exchange for, a substantially contemporaneous issuance of Qualified Equity Interests of the Borrower (other than issuances to a Restricted Subsidiary, the proceeds of any issuance to the extent included in the Available Amount or applied pursuant to Section 7.116.04(t)); and(xii) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other payments or distributions solely in Qualified Equity Interests of such Person, and (xii) the Borrower may (a) purchase or pay cash in lieu of fractional shares of its Equity Interests arising out of stock dividends, splits, or business combinations or in connection with issuance of Qualified Equity Interests of the Borrower pursuant to mergers, consolidations or other acquisitions permitted by this Agreement, (b) pay cash in lieu of fractional shares upon the exercise of warrants, options or other securities convertible into or exercisable for Qualified Equity Interests of the Borrower, and (c) make payments in connection with the retention of Qualified Equity Interests in payment of withholding taxes in connection with equity-based compensation plans to the extent that net share settlement arrangements are deemed to be repurchases. (b) Make or agree to makeThe Borrower will not, and will not permit any Restricted Subsidiary to, make directly or indirectly, any payment voluntary prepayment or other voluntary distribution (whether in cash, securities or other property) of or in respect of the principal of or interest on any Subordinated Debt subordinated Indebtedness of the Borrower or any payment of its Restricted Subsidiaries (other than Intercompany Indebtedness) or Indebtedness secured by Liens on the Collateral ranking junior to the Liens securing the Secured Obligations, in each case in a principal amount in excess of $5,000,000 (“Junior Debt”), or any voluntary prepayment or other voluntary distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the voluntary purchase, redemption, retirement, defeasance, cancellation or termination of principal of any Subordinated DebtJunior Debt (each, except: a “Junior Debt Prepayment”), except (i) scheduled and other mandatory payments of interest and principal in respect of Subordinated any Junior Debt; and , (ii) the conversion of any Junior Debt to Qualified Equity Interests of the Borrower and the payment of cash in lieu of fractional shares in connection therewith, (iii) refinancings and replacements of Junior Debt with proceeds of Indebtedness permitted to be incurred under Section 6.01 or with Net Proceeds of Qualified Equity Interests of the Borrower, (iv) [Reserved], (v) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower or such Restricted Subsidiary may make any payment or other distribution if Junior Debt Prepayment if, on the date such Junior Debt Prepayment is to be made, after giving effect thereto the Consolidated Net Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis would not be greater than 2.75 4.00 to 1.00; , and (cvi) so long as no Event of Default has occurred and is continuing, other Junior Debt Prepayments in an amount not to exceed the Available Amount; provided that that, at the time each Junior Debt Prepayment is made (other than in reliance on clause (a) of the definition of “Available Amount”), the Secured Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis is no greater than 3.50 to 1.00. Notwithstanding anything herein to the contrary, the foregoing provisions of Section 6.06 will not prohibit the payment of any Restricted Payment or the consummation of any irrevocable redemption, purchase, defeasance, distribution or other payment 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 complied with the provisions of this Agreement, provided that, if at the time thereof and immediately after giving effect thereto, no Events of Default under Section 7.01(a), (b), (h) and (i) and shall have occurred and be made in respect of Subordinated Debt that is prohibited by the subordination provisions applicable to such Subordinated Debtcontinuing.

Restricted Payments; Certain Payments in Respect of Indebtedness. (a) Declare The Company will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: that (i) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, capital stock and (ii) The Company or any Restricted Subsidiary may declare and pay dividends to holders of any class or series of Disqualified Stock of the Company or such Restricted Subsidiary, as applicable, issued or incurred in compliance with Section 7.02 to the extent such dividends are included as Cash Interest Expense in any calculation of the Consolidated Interest Coverage Ratio; (iii) if no Default or Event of Default has occurred and is continuing or would occur as a result thereof, the Company may declare and make any Restricted Payment if that, taken together with all other Restricted Payments made after giving effect to such Restricted Payment the Effective Date, would not exceed (A) the sum of $5,000,000 and 50% of Consolidated Net Leverage Ratio on a Pro Forma Basis would not be greater than 2.75 to 1.00; (iv) if no Event Income of Default has occurred and is continuing or would occur as a result thereof, the Company may declare for the period (treated as one accounting period) commencing January 1, 2000, and pay dividends with respect to its Equity Interests in any ending at the most recent fiscal year in an aggregate quarter end for which financial statements shall have been delivered under Section 5.01(a) or (b), minus (B) the amount not to exceed $50,000,000, in each case, if of investments made after giving effect to each such Restricted Payment, the Company and its Restricted Subsidiaries would be in Pro Forma Compliance with the then applicable Consolidated Net Leverage Ratio Effective Date pursuant to Section 7.11; and6.04(q). (b) Make The Company will not, and will not permit any Restricted Subsidiary to, make or agree to make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of the principal of or interest on any Subordinated Debt Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, cancellation cancelation or termination of any Subordinated DebtIndebtedness, except: (i) except scheduled and other mandatory payments of interest and principal in respect of Subordinated DebtIndebtedness; and (ii) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company or such Restricted Subsidiary may make any payment or other distribution if after giving effect thereto the Consolidated Net Leverage Ratio on a Pro Forma Basis would not be greater than 2.75 to 1.00; (c) provided that no payment shall be made in respect of Subordinated Debt Indebtedness that is prohibited by the subordination provisions applicable to such Subordinated DebtIndebtedness.

Restricted Payments; Certain Payments in Respect of Indebtedness. (a) Declare The Company will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: that (i) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, capital stock and (ii) The Company or any Restricted Subsidiary may declare and pay dividends to holders of any class or series of Disqualified Stock of the Company or such Restricted Subsidiary, as applicable, issued or incurred in compliance with Section 7.02 to the extent such dividends are included as Cash Interest Expense in any calculation of the Consolidated Interest Coverage Ratio; (iii) if no Default or Event of Default has occurred and is continuing or would occur as a result thereof, the Company may declare and make any Restricted Payment if after giving effect to such Restricted Payment the Consolidated Net proforma Leverage Ratio on a Pro Forma Basis would not be greater than 2.75 exceed 1.75 to 1.00; (iv) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company may declare and pay dividends with respect to its Equity Interests in any fiscal year in an aggregate amount not to exceed $50,000,000, in each case, if after giving effect to each such Restricted Payment, the Company and its Restricted Subsidiaries would be in Pro Forma Compliance with the then applicable Consolidated Net Leverage Ratio pursuant to Section 7.11; and1.0. (b) Make The Company will not, and will not permit any Restricted Subsidiary to, make or agree to make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of the principal of or interest on any Subordinated Debt Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, cancellation or termination of any Subordinated DebtIndebtedness, except: (i) except scheduled and other mandatory payments of interest and principal in respect of Subordinated DebtIndebtedness; and (ii) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company or such Restricted Subsidiary may make any payment or other distribution if after giving effect thereto the Consolidated Net Leverage Ratio on a Pro Forma Basis would not be greater than 2.75 to 1.00; (c) provided that no payment shall be made in respect of Subordinated Debt Indebtedness that is prohibited by the subordination provisions applicable to such Subordinated DebtIndebtedness.

Restricted Payments; Certain Payments in Respect of Indebtedness. (a) Declare The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: that (i) Restricted Subsidiaries may declare and pay dividends make Restricted Payments ratably with respect to their Equity Interests, , (ii) The Company or any Restricted Subsidiary may declare the declaration and pay payment of dividends to holders of any class or series of Disqualified Stock of the Company Borrower or such any Restricted Subsidiary, as applicable, Subsidiary issued or incurred in compliance with Section 7.02 to the extent such dividends are included as Cash Interest Expense in any calculation of the Consolidated Interest Coverage Ratio; 6.01, (iii) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower may declare and make any Restricted Payment if if, on the date such Restricted Payment is to be made, after giving effect to such Restricted Payment the Consolidated Total Net Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis would not be greater than 2.75 1.25 to 1.00; , (iv) commencing with the fiscal year ending December 31, 2018, so long as no Event of Default has occurred and is continuing, other Restricted Payments in an aggregate amount not to exceed, at the time of making any such Restricted Payment, $40,000,000 in any fiscal year; provided that (x) at the time each such Restricted Payment is made, the Total Net Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis is no greater than 1.75 to 1.00 and (y) any such Restricted Payments shall reduce the Available Amount on a dollar-for-dollar basis as provided in the definition thereof, (v) Restricted Payments made to effect the DTS Acquisition and the Merger, and (vi) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company may declare and pay dividends with respect to its Equity Interests in any fiscal year other Restricted Payments in an aggregate amount not to exceed $50,000,000, in each casethe Available Amount; provided that, if after giving effect to such Restricted Payment is made in reliance on clause (b) of the definition of “Available Amount” at the time each such Restricted PaymentPayment is made , the Company and its Restricted Subsidiaries would be in Pro Forma Compliance with the then applicable Consolidated Total Net Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 7.11; and5.01 or Section 4.01(j) on a Pro Forma Basis is no greater than 2.50 to 1.00. (b) Make or agree to makeThe Borrower will not, and will not permit any Restricted Subsidiary to, make directly or indirectly, any payment voluntary prepayment or other voluntary distribution (whether in cash, securities or other property) of or in respect of the principal of or interest on any Subordinated Debt subordinated Indebtedness of the Borrower or any payment of its Restricted Subsidiaries (other than Intercompany Indebtedness) or Indebtedness secured by Liens on the Collateral ranking junior to the Liens securing the Secured Obligations, in each case in a principal amount in excess of $5,000,000 (“Junior Debt”), or any voluntary prepayment or other voluntary distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the voluntary purchase, redemption, retirement, defeasance, cancellation or termination of principal of any Subordinated DebtJunior Debt (each, except: a “Junior Debt Prepayment”), except (i) scheduled and other mandatory payments of interest and principal in respect of Subordinated any Junior Debt; and , (ii) the conversion of any Junior Debt to Qualified Equity Interests of the Borrower, (iii) refinancings and replacements of Junior Debt with proceeds of Indebtedness permitted to be incurred under Section 6.01 or with Net Proceeds of Qualified Equity Interests of the Borrower, (iv) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower or such Restricted Subsidiary may make any payment or other distribution if Junior Debt Prepayment if, on the date such Junior Debt Prepayment is to be made, after giving effect thereto the Consolidated Total Net Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis would not be greater than 2.75 1.25 to 1.00 and (v) if no Event of Default has occurred and is continuing or would occur as a result thereof, other Junior Debt Prepayments in an amount not to exceed the Available Amount; provided that, if such Junior Debt Prepayment is made in reliance on clause (b) of the definition of “Available Amount” at the time such Junior Debt Prepayment is made, the Total Net Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis is no greater than 2.50 to 1.00; . Notwithstanding anything herein to the contrary, the foregoing provisions of Section 6.06 will not prohibit the payment of any Restricted Payment or the consummation of any irrevocable redemption, purchase, defeasance, distribution or other payment 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 complied with the provisions of this Agreement, provided that, if at the time thereof and immediately after giving effect thereto, no Events of Default under Section 7.01(a), (cb), (h) provided that no payment and (i) and shall have occurred and be made in respect of Subordinated Debt that is prohibited by the subordination provisions applicable to such Subordinated Debtcontinuing.

Restricted Payments; Certain Payments in Respect of Indebtedness. (a) Declare The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatexcept: (i) Restricted Subsidiaries may declare and pay dividends make Restricted Payments ratably with respect to their Equity Interests,; (ii) The Company the declaration and payment of dividends or any Restricted Subsidiary may declare and pay dividends distributions on account of redemption to holders of any class or series of Disqualified Stock of the Company Borrower or such any Restricted Subsidiary, as applicable, Subsidiary issued or incurred in compliance with Section 7.02 to the extent such dividends are included as Cash Interest Expense in any calculation of the Consolidated Interest Coverage Ratio6.01; (iii) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions solely in Qualified Equity Interests of such Person; (iv) the Borrower may make payments or distributions to dissenting shareholders as required by applicable law in connection with a merger, consolidation or transfer of assets permitted by this Agreement; (v) the Borrower may (a) purchase or pay cash in lieu of fractional shares of its Equity Interests arising out of stock dividends, splits, or business combinations or in connection with issuance of Qualified Equity Interests of the Borrower pursuant to mergers, consolidations or other acquisitions permitted by this Agreement, (b) pay cash in lieu of fractional shares upon the exercise of warrants, options or other securities convertible into or exercisable for Qualified Equity Interests of the Borrower, and (c) make payments in connection with the retention of Qualified Equity Interests in payment of withholding taxes in connection with equity-based compensation plans to the extent that net share settlement arrangements are deemed to be repurchases; (vi) the distribution of rights in the form of Qualified Equity Interests pursuant to a customary shareholder rights plan or the redemption of such rights in the form of Qualified Equity Interests in accordance with the terms of any such shareholder rights plan; (vii) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower may declare and make any Restricted Payment if if, on the date such Restricted Payment is to be made, after giving effect to such Restricted Payment the Consolidated Net Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis would not be greater than 2.75 2.25 to 1.00; (ivviii) if so long as no Event of Default has occurred and is continuing, other Restricted Payments in an aggregate amount not to exceed $25,000,000; (ix) Restricted Payments made to effect the Exar Acquisition, the Merger, and the other Transactions; (x) other Restricted Payments in an amount not to exceed the Available Amount; provided that, at the time each Restricted Payment is made, (x) the Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis is no greater than 4.00 to 1.00 and (y) no Event of Default has occurred and is continuing or would occur as a result thereof; (xi) so long as no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower may declare and pay dividends with respect to its repurchase common Equity Interests in any fiscal year of the Borrower in an aggregate amount not to exceed (x) $50,000,000, in each case, if after giving effect to each such Restricted Payment, the Company and its Restricted Subsidiaries would be in Pro Forma Compliance 10,000,000 per fiscal year (commencing with the then applicable Consolidated Net Leverage Ratio fiscal year of the Borrower beginning January 1, 2017 and with unused amounts in any Fiscal Year being permitted to be carried over for the next immediately succeeding fiscal year so long as no more than $20,000,000 is expended pursuant to this clause (vii) in any Fiscal Year of the Borrower) plus (y) the aggregate amount of net cash proceeds received by the Borrower (other than from a Restricted Subsidiary) from the sale or issuance of Equity Interests (other than Disqualified Stock) of the Borrower after the Effective Date and on or prior to such time (including upon exercise of warrants or options) to the extent not applied pursuant to Section 7.116.04(t), Section 6.06(b)(iii) or used to increase the Available Amount; (xii) any repurchase, exchange or conversion of Convertible Securities by (A) delivery of shares of the Borrower’s common stock and/or a different series of Convertible Securities (which series (x) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the analogous date under the indenture governing the Convertible Securities that are so repurchased, exchanged or converted and (y) has terms, conditions and covenants that are no less favorable in any material respect to the Borrower than the Convertible Securities that are so repurchased, exchanged or converted (as determined by Borrower in good faith)) (any such series of Convertible Securities, “Refinancing Convertible Notes”), (B) payment of or delivery of cash (in an amount that does not exceed the aggregate principal amount of the Convertible Securities that are so repurchased or converted, plus the net cash proceeds, if any, received by the Borrower pursuant to the related exercise or early unwind or termination of the related Permitted Call Spread Agreements and Permitted Forward Agreements pursuant to the immediately following proviso), or (C) any combination of the foregoing clauses (A) and (B); provided that, substantially concurrently with, or a commercially reasonable period of time before or after, the related settlement date for the Convertible Securities that are so repurchased, exchanged or converted, the Borrower shall (and, for the avoidance of doubt, shall be permitted under this Section 6.06 to) exercise or unwind or terminate early (whether in cash, shares or any combination thereof) the portion of the Permitted Call Spread Agreements and Permitted Forward Agreements, if any, corresponding to such Convertible Securities that are so repurchased, exchanged or converted; and (xiii) the delivery of shares of the Borrower’s common stock or payment or delivery of cash, or any combination thereof in connection with the exercise, unwinding, or termination of Permitted Call Spread Agreements or Permitted Forward Agreements. (b) Make or agree to makeThe Borrower will not, and will not permit any Restricted Subsidiary to, make directly or indirectly, any payment voluntary prepayment or other voluntary distribution (whether in cash, securities or other property) of or in respect of the principal of or interest on any Subordinated Debt subordinated Indebtedness of the Borrower or any payment of its Restricted Subsidiaries (other than Intercompany Indebtedness) or Indebtedness secured by Liens on the Collateral ranking junior to the Liens securing the Secured Obligations, in each case in a principal amount in excess of $5,000,000 (collectively, “Junior Debt”), or any voluntary prepayment or other voluntary distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the voluntary purchase, redemption, retirement, defeasance, cancellation or termination of principal of any Subordinated DebtJunior Debt (each, except: a “Junior Debt Prepayment”), except (i) scheduled and other customary mandatory payments of interest and principal in respect of Subordinated any Junior Debt; and , (ii) the conversion of any Junior Debt to Qualified Equity Interests of the Borrower, (iii) refinancings and replacements of Junior Debt with proceeds of Permitted Refinancing Indebtedness permitted to be incurred under Section 6.01 or with Net Proceeds of Qualified Equity Interests of the Borrower (to the extent such Qualified Equity Interests are not used to make Investments pursuant to Section 6.04(t), Section 6.06(a)(xi)(y) or used to increase the Available Amount), (iv) other Junior Debt Prepayments in an aggregate amount not to exceed $25,000,000, (v) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower or such Restricted Subsidiary may make any payment or other distribution if Junior Debt Prepayment if, on the date such Junior Debt Prepayment is to be made, after giving effect thereto the Consolidated Net Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis would not be greater than 2.75 2.25 to 1.00; 1.00 and (cvi) other Junior Debt Prepayments in an amount not to exceed the Available Amount; provided that that, at the time each Junior Debt Prepayment is made, (x) the Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis is no greater than 4.00 to 1.00 and (y) no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything herein to the contrary, the foregoing provisions of Section 6.06 will not prohibit the payment of any Restricted Payment or the consummation of any irrevocable redemption, purchase, defeasance, distribution or other payment 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 complied with the provisions of this Agreement, provided that, if at the time thereof and immediately after giving effect thereto, no Events of Default under Section 7.01(a), (b), (h) and (i) and shall have occurred and be made in respect of Subordinated Debt that is prohibited by the subordination provisions applicable to such Subordinated Debtcontinuing.

Restricted Payments; Certain Payments in Respect of Indebtedness. (a) Declare The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: that (i) Restricted Subsidiaries may declare and pay dividends make Restricted Payments ratably with respect to their Equity Interests, , (ii) The Company or any Restricted Subsidiary may declare the declaration and pay payment of dividends to holders of any class or series of Disqualified Stock of the Company Borrower or such any Restricted Subsidiary, as applicable, Subsidiary issued or incurred in compliance with Section 7.02 6.01 may be made, (iii) the Borrower may make any Restricted Payment if, on the date such Restricted Payment is to be made, after giving effect to such Restricted Payment the extent Total Net Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 on a Pro Forma Basis would not be greater than 3.00 to 1.00, (iv) so long as no Event of Default has occurred and is continuing, other Restricted Payments may be made in an aggregate amount not to exceed, at the time of making any such dividends are included as Cash Interest Expense Restricted Payment, $90,000,000 in any calculation of fiscal year, (v) Restricted Payments may be made to effect the Consolidated Interest Coverage Ratio; Mergers and the other transactions contemplated by the Merger Agreement, (iiivi) if no Event of Default has occurred and is continuing or would occur as a result thereof, other Restricted Payments may be made in an amount not to exceed the Company may declare and make any Restricted Payment Available Amount; provided that, if after giving effect to such Restricted Payment is made in reliance on clause (b) of the definition of “Available Amount” at the time each such Restricted Payment is made, the Consolidated Net Leverage Interest Coverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 on a Pro Forma Basis would not be greater is no less than 2.75 2.00 to 1.00; , (ivvii) the Borrower may acquire Equity Interests upon the exercise of stock options and/or stock appreciation rights and vesting and/or settlement of restricted stock and restricted stock units if no Event such Equity Interests are transferred in satisfaction of Default has occurred and is continuing a portion of the exercise price of such options and/or rights and/or any tax withholdings in connection with such exercise, vesting or would occur as a result thereofsettlement, (viii) the Company Borrower may declare and pay dividends make Restricted Payments with respect to its Equity Interests payable solely in shares of its common stock, (ix) the Borrower may redeem, repurchase, acquire or retire any fiscal year of its outstanding Qualified Equity Interests upon the exercise of any Permitted Convertible Debt Hedge Transaction or repurchase or redemption or retirement of any Convertible Debt Security, (x) the Borrower may make Restricted Payments (A) in connection with (including, without limitation, purchases of) any Permitted Convertible Debt Hedge Transaction, (B) to settle any Permitted Warrant (1) by delivery of its Qualified Equity Interests, (2) by set-off against the related Permitted Bond Hedge or (3) with cash payments in an aggregate amount not to exceed $50,000,000the aggregate amount of any payments and/or deliveries received pursuant to the settlement of any related Permitted Bond Hedge (subject to any increase in the price of the underlying Qualified Equity Interests since the settlement of such Permitted Bond Hedge) or (C) to terminate any Permitted Warrant, and (xi) the Borrower may make cash payments in each case, if after giving effect to each such Restricted Payment, lieu of the Company and its Restricted Subsidiaries would be issuance of fractional shares in Pro Forma Compliance connection with the then applicable Consolidated Net Leverage Ratio pursuant to Section 7.11; andconversion, exercise or settlement of any Convertible Debt Security or Convertible Debt Hedge Transaction, as applicable. (b) Make or agree to makeThe Borrower will not, and will not permit any Restricted Subsidiary to, make directly or indirectly, any payment voluntary prepayment or other voluntary distribution (whether in cash, securities or other property) of or in respect of the principal of or interest on any Subordinated Debt subordinated Indebtedness of the Borrower or any payment of its Restricted Subsidiaries (other than Intercompany Indebtedness) or Indebtedness secured by Liens on the Collateral ranking junior to the Liens securing the Secured Obligations, in each case in a principal amount in excess of $5,000,000 (“Junior Debt”), or any voluntary prepayment or other voluntary distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the voluntary purchase, redemption, retirement, defeasance, cancellation or termination of principal of any Subordinated DebtJunior Debt (each, except: a “Junior Debt Prepayment”), except (i) scheduled and other mandatory payments of interest and principal in respect of Subordinated any Junior Debt; and , (ii) the conversion of any Junior Debt to Qualified Equity Interests of the Borrower, (iii) refinancings and replacements of Junior Debt with proceeds of Indebtedness permitted to be incurred under Section 6.01 or with Net Proceeds of Qualified Equity Interests of the Borrower, (iv) the Borrower or such Restricted Subsidiary may make any Junior Debt Prepayment if, on the date such Junior Debt Prepayment is to be made, after giving effect thereto the Total Net Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 on a Pro Forma Basis would not be greater than 3.00 to 1.00 and (v) if no Event of Default has occurred and is continuing or would occur as a result thereof, other Junior Debt Prepayments in an amount not to exceed the Company or Available Amount; provided that, if such Restricted Subsidiary may make any payment or other distribution if after giving effect thereto Junior Debt Prepayment is made in reliance on clause (b) of the definition of “Available Amount” at the time such Junior Debt Prepayment is made, the Consolidated Net Leverage Interest Coverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 on a Pro Forma Basis would not be is no greater than 2.75 2.00 to 1.00; . Notwithstanding anything herein to the contrary, the foregoing provisions of Section 6.06 will not prohibit the payment of any Restricted Payment or the consummation of any irrevocable redemption, purchase, defeasance, distribution or other payment 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 complied with the provisions of this Agreement, provided that, if at the time thereof and immediately after giving effect thereto, no Events of Default under Section 7.01(a), (cb), (h) provided and (i) and shall have occurred and be continuing. Notwithstanding anything in this Section 6.06 to the contrary, the Borrower will not, and will not permit any of its Restricted Subsidiaries to make any Restricted Payments pursuant to which Intellectual Property assets or other strategic assets, in each case, that no payment shall be made in respect are material to the business of Subordinated Debt that the Borrower and its Restricted Subsidiaries, taken as a whole, is prohibited by the subordination provisions applicable transferred to such Subordinated Debtany Unrestricted Subsidiary.

Restricted Payments; Certain Payments in Respect of Indebtedness. (a) Declare The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: that (i) Restricted Subsidiaries may declare and pay dividends make Restricted Payments ratably with respect to their Equity Interests, , (ii) The Company or any Restricted Subsidiary may declare the declaration and pay payment of dividends to holders of any class or series of Disqualified Stock of the Company Borrower or such any Restricted Subsidiary, as applicable, Subsidiary issued or incurred in compliance with Section 7.02 6.01 may be made, (iii) the Borrower may make any Restricted Payment if, on the date such Restricted Payment is to be made, after giving effect to such Restricted Payment the extent Total Net Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(k) on a Pro Forma Basis would not be greater than 1.50 to 1.00, (iv) so long as no Event of Default has occurred and is continuing, other Restricted Payments may be made in an aggregate amount not to exceed, at the time of making any such dividends are included as Cash Interest Expense Restricted Payment, $90,000,000 in any calculation fiscal year; provided that, at the time each such Restricted Payment is made, the Total Net Leverage Ratio as of the Consolidated Interest Coverage Ratio; last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(k) on a Pro Forma Basis is no greater than 2.50 to 1.00, (iiiv) Restricted Payments may be made to effect the Mergers and the other transactions contemplated by the Merger Agreement, (vi) if no Event of Default has occurred and is continuing or would occur as a result thereof, other Restricted Payments may be made in an amount not to exceed the Company may declare and make any Restricted Payment Available Amount; provided that, if after giving effect to such Restricted Payment is made in reliance on clause (b) of the Consolidated definition of “Available Amount” at the time each such Restricted Payment is made, the Total Net Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(k) on a Pro Forma Basis would not be is no greater than 2.75 2.50 to 1.00; , (ivvii) the Borrower may acquire Equity Interests upon the exercise of stock options and/or stock appreciation rights and vesting and/or settlement of restricted stock and restricted stock units if no Event such Equity Interests are transferred in satisfaction of Default has occurred and is continuing a portion of the exercise price of such options and/or rights and/or any tax withholdings in connection with such exercise, vesting or would occur as a result thereofsettlement, (viii) the Company Borrower may declare and pay dividends make Restricted Payments with respect to its Equity Interests payable solely in shares of its common stock, (ix) the Borrower may redeem, repurchase, acquire or retire any fiscal year of its outstanding Qualified Equity Interests upon the exercise of any Permitted Convertible Debt Hedge Transaction or repurchase or redemption or retirement of any Convertible Debt Security, (x) the Borrower may make Restricted Payments (A) in connection with (including, without limitation, purchases of) any Permitted Convertible Debt Hedge Transaction, (B) to settle any Permitted Warrant (1) by delivery of its Qualified Equity Interests, (2) by set-off against the related Permitted Bond Hedge or (3) with cash payments in an aggregate amount not to exceed $50,000,000the aggregate amount of any payments and/or deliveries received pursuant to the settlement of any related Permitted Bond Hedge (subject to any increase in the price of the underlying Qualified Equity Interests since the settlement of such Permitted Bond Hedge) or (C) to terminate any Permitted Warrant, and (xi) the Borrower may make cash payments in each case, if after giving effect to each such Restricted Payment, lieu of the Company and its Restricted Subsidiaries would be issuance of fractional shares in Pro Forma Compliance connection with the then applicable Consolidated Net Leverage Ratio pursuant to Section 7.11; andconversion, exercise or settlement of any Convertible Debt Security or Convertible Debt Hedge Transaction, as applicable. (b) Make or agree to makeThe Borrower will not, and will not permit any Restricted Subsidiary to, make directly or indirectly, any payment voluntary prepayment or other voluntary distribution (whether in cash, securities or other property) of or in respect of the principal of or interest on any Subordinated Debt subordinated Indebtedness of the Borrower or any payment of its Restricted Subsidiaries (other than Intercompany Indebtedness) or Indebtedness secured by Liens on the Collateral ranking junior to the Liens securing the Secured Obligations, in each case in a principal amount in excess of $5,000,000 (“Junior Debt”), or any voluntary prepayment or other voluntary distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the voluntary purchase, redemption, retirement, defeasance, cancellation or termination of principal of any Subordinated DebtJunior Debt (each, except: a “Junior Debt Prepayment”), except (i) scheduled and other mandatory payments of interest and principal in respect of Subordinated any Junior Debt; and , (ii) the conversion of any Junior Debt to Qualified Equity Interests of the Borrower, (iii) refinancings and replacements of Junior Debt with proceeds of Indebtedness permitted to be incurred under Section 6.01 or with Net Proceeds of Qualified Equity Interests of the Borrower, (iv) the Borrower or such Restricted Subsidiary may make any Junior Debt Prepayment if, on the date such Junior Debt Prepayment is to be made, after giving effect thereto the Total Net Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(k) on a Pro Forma Basis would not be greater than 1.50 to 1.00 and (v) if no Event of Default has occurred and is continuing or would occur as a result thereof, other Junior Debt Prepayments in an amount not to exceed the Company or Available Amount; provided that, if such Restricted Subsidiary may make any payment or other distribution if after giving effect thereto Junior Debt Prepayment is made in reliance on clause (b) of the Consolidated definition of “Available Amount” at the time such Junior Debt Prepayment is made, the Total Net Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(k) on a Pro Forma Basis would not be is no greater than 2.75 2.50 to 1.00; . Notwithstanding anything herein to the contrary, the foregoing provisions of Section 6.06 will not prohibit the payment of any Restricted Payment or the consummation of any irrevocable redemption, purchase, defeasance, distribution or other payment 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 complied with the provisions of this Agreement, provided that, if at the time thereof and immediately after giving effect thereto, no Events of Default under Section 7.01(a), (cb), (h) provided and (i) and shall have occurred and be continuing. Notwithstanding anything in this Section 6.06 to the contrary, the Borrower will not, and will not permit any of its Restricted Subsidiaries to make any Restricted Payments pursuant to which Intellectual Property assets or other strategic assets, in each case, that no payment shall be made in respect are material to the business of Subordinated Debt that the Borrower and its Restricted Subsidiaries, taken as a whole, is prohibited by the subordination provisions applicable transferred to such Subordinated Debtany Unrestricted Subsidiary.

Restricted Payments; Certain Payments in Respect of Indebtedness. (a) Declare The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatexcept: (i) Restricted Subsidiaries may declare and pay dividends make Restricted Payments ratably with respect to their Equity Interests,; (ii) The Company or any Restricted Subsidiary may declare the declaration and pay payment of dividends to holders of any class or series of Disqualified Stock of the Company Borrower or such any Restricted Subsidiary, as applicable, Subsidiary issued or incurred in compliance with Section 7.02 to the extent such dividends are included as Cash Interest Expense in any calculation of the Consolidated Interest Coverage Ratio6.01; (iii) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower may declare and make any Restricted Payment if if, on the date such Restricted Payment is to be made, after giving effect to such Restricted Payment the Consolidated Net Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis would not be greater than 2.75 to 1.00; (iv) if so long as no Event of Default has occurred and is continuing, other Restricted Payments in an aggregate amount not to exceed, $25,000,000; (v) Restricted Payments made to effect the GigPeak Acquisition, the Merger, and the other Transactions; (vi) other Restricted Payments in an amount not to exceed the Available Amount; provided that, at the time each Restricted Payment is made, (x) the Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis is no greater than 4.00 to 1.00 and (y) no Event of Default has occurred and is continuing or would occur as a result thereof; and (vii) so long as no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower may declare and pay dividends with respect to its repurchase common Equity Interests in any fiscal year of the Borrower in an aggregate amount not to exceed (x) $50,000,000, in each case, if after giving effect to each such Restricted Payment, the Company and its Restricted Subsidiaries would be in Pro Forma Compliance 60,000,000 per fiscal year (commencing with the then applicable Consolidated Net Leverage Ratio fiscal year of the Borrower beginning April 3, 2017 and with unused amounts in any Fiscal Year being permitted to be carried over for the next immediately succeeding fiscal year so long as no more than $120,000,000 is expended pursuant to this clause (vii) in any Fiscal Year of the Borrower) plus (y) the aggregate amount of net cash proceeds received by the Borrower (other than from a Restricted Subsidiary) form the sale or issuance of Equity Interests (other than Disqualified Stock) of the Borrower after the Effective Date and on or prior to such time (including upon exercise of warrants or options) to the extent not applied pursuant to Section 7.11; and6.04(t), Section 6.06(b)(iii) or used to increase the Available Amount. (b) Make or agree to makeThe Borrower will not, and will not permit any Restricted Subsidiary to, make directly or indirectly, any payment prepayment or other distribution (whether in cash, securities or other property) of or in respect of the principal of or interest on any Subordinated Debt subordinated Indebtedness of the Borrower or any payment of its Restricted Subsidiaries (other than Intercompany Indebtedness), Indebtedness secured by Liens on the Collateral ranking junior to the Liens securing the Secured Obligations, in each case in a principal amount in excess of $5,000,000, or Indebtedness under the Existing Convertible Notes (and any Permitted Refinancing Indebtedness in respect thereof) (collectively, “Junior Debt”), or any prepayment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, cancellation or termination of principal of any Subordinated DebtJunior Debt (each, except: a “Junior Debt Prepayment”), except (i) scheduled and other customary mandatory payments of interest and principal in respect of Subordinated any Junior Debt; and , (ii) the conversion of any Junior Debt to Qualified Equity Interests of the Borrower, (iii) refinancings and replacements of Junior Debt with proceeds of Permitted Refinancing Indebtedness permitted to be incurred under Section 6.01 or with Net Proceeds of Qualified Equity Interests of the Borrower (to the extent such Qualified Equity Interests are not used to make Investments pursuant to Section 6.04(t), Section 6.06(a)(vii)(y) or used to increase the Available Amount), (iv) other Junior Debt Prepayments in an aggregate amount not to exceed $25,000,000, (v) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower or such Restricted Subsidiary may make any payment or other distribution if Junior Debt Prepayment if, on the date such Junior Debt Prepayment is to be made, after giving effect thereto the Consolidated Net Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis would not be greater than 2.75 3.00 to 1.00; 1.00 and (cvi) other Junior Debt Prepayments in an amount not to exceed the Available Amount; provided that that, at the time each Junior Debt Prepayment is made, (x) the Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis is no greater than 4.25 and (y) no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything herein to the contrary, the foregoing provisions of Section 6.06 will not prohibit the payment of any Restricted Payment or the consummation of any irrevocable redemption, purchase, defeasance, distribution or other payment 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 complied with the provisions of this Agreement, provided that, if at the time thereof and immediately after giving effect thereto, no Events of Default under Section 7.01(a), (b), (h) and (i) and shall have occurred and be made in respect of Subordinated Debt that is prohibited by the subordination provisions applicable to such Subordinated Debtcontinuing.

Restricted Payments; Certain Payments in Respect of Indebtedness. (a) Declare The Company will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: that (i) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, capital stock and (ii) The Company or any Restricted Subsidiary may declare and pay dividends to holders of any class or series of Disqualified Stock of the Company or such Restricted Subsidiary, as applicable, issued or incurred in compliance with Section 7.02 to the extent such dividends are included as Cash Interest Expense in any calculation of the Consolidated Interest Coverage Ratio; (iii) if no Default or Event of Default has occurred and is continuing or would occur as a result thereof, the Company may declare and make any Restricted Payment if that, taken together with all other Restricted Payments made after giving effect to such Restricted Payment the Effective Date, would not exceed the sum of $100,000,000 and 50% of Consolidated Net Leverage Ratio on a Pro Forma Basis would not be greater than 2.75 to 1.00; (iv) if no Event Income of Default has occurred and is continuing or would occur as a result thereof, the Company may declare for the period (treated as one accounting period) commencing January 1, 2005, and pay dividends with respect to its Equity Interests in any ending at the most recent fiscal year in an aggregate amount not to exceed $50,000,000, in each case, if after giving effect to each such Restricted Payment, the Company and its Restricted Subsidiaries would be in Pro Forma Compliance with the then applicable Consolidated Net Leverage Ratio pursuant to quarter end for which financial statements shall have been delivered under Section 7.11; and5.01(a) or (b). (b) Make The Company will not, and will not permit any Restricted Subsidiary to, make or agree to make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of the principal of or interest on any Subordinated Debt Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, cancellation or termination of any Subordinated DebtIndebtedness, except: (i) except scheduled and other mandatory payments of interest and principal in respect of Subordinated DebtIndebtedness; and (ii) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company or such Restricted Subsidiary may make any payment or other distribution if after giving effect thereto the Consolidated Net Leverage Ratio on a Pro Forma Basis would not be greater than 2.75 to 1.00; (c) provided that no payment shall be made in respect of Subordinated Debt Indebtedness that is prohibited by the subordination provisions applicable to such Subordinated DebtIndebtedness.

Restricted Payments; Certain Payments in Respect of Indebtedness. (a) Declare The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatexcept: (i) Restricted Subsidiaries may declare and pay dividends make Restricted Payments ratably with respect to their Equity Interests,; (ii) The Company the declaration and payment of dividends or any Restricted Subsidiary may declare and pay dividends distributions on account of redemption to holders of any class or series of Disqualified Stock of the Company Borrower or such any Restricted Subsidiary, as applicable, Subsidiary issued or incurred in compliance with Section 7.02 to the extent such dividends are included as Cash Interest Expense in any calculation of the Consolidated Interest Coverage Ratio6.01; (iii) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions solely in Qualified Equity Interests of such Person; (iv) the Borrower may make payments or distributions to dissenting shareholders as required by applicable law in connection with a merger, consolidation or transfer of assets permitted by this Agreement; (v) the Borrower may (a) purchase or pay cash in lieu of fractional shares of its Equity Interests arising out of stock dividends, splits, or business combinations or in connection with issuance of Qualified Equity Interests of the Borrower pursuant to mergers, consolidations or other acquisitions permitted by this Agreement, (b) pay cash in lieu of fractional shares upon the exercise of warrants, options or other securities convertible into or exercisable for Qualified Equity Interests of the Borrower, and (c) make payments in connection with the retention of Qualified Equity Interests in payment of withholding taxes in connection with equity-based compensation plans to the extent that net share settlement arrangements are deemed to be repurchases; (vi) the distribution of rights in the form of Qualified Equity Interests pursuant to a customary shareholder rights plan or the redemption of such rights in the form of Qualified Equity Interests in accordance with the terms of any such shareholder rights plan; (vii) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower may declare and make any Restricted Payment if if, on the date such Restricted Payment is to be made, after giving effect to such Restricted Payment the Consolidated Net Total Leverage Ratio as of the last day of the most recently ended Test Period on a Pro Forma Basis would not be greater than 2.75 3.00 to 1.00; (ivviii) if so long as no Event of Default has occurred and is continuing, other Restricted Payments in an aggregate amount not to exceed the greater of $25,000,000 and 15.0% of Consolidated EBITDA for the most recently ended Test Period; (ix) [reserved]; (x) other Restricted Payments in an amount not to exceed the Available Amount; provided that, at the time each Restricted Payment is made, (x) the Total Leverage Ratio as of the last day of the most recently ended Test Period on a Pro Forma Basis is no greater than 4.50 to 1.00 and (y) no Event of Default has occurred and is continuing or would occur as a result thereof; (xi) so long as no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower may declare and pay dividends with respect to its repurchase common Equity Interests in any fiscal year of the Borrower in an aggregate amount not to exceed (x) $50,000,000, in each case, if after giving effect to each such Restricted Payment, the Company and its Restricted Subsidiaries would be in Pro Forma Compliance 15,000,000 per fiscal year (commencing with the then applicable Consolidated Net Leverage Ratio fiscal year of the Borrower beginning January 1, 2021 and with unused amounts in any fiscal year being permitted to be carried over for the next immediately succeeding fiscal year so long as no more than $30,000,000 is expended pursuant to this clause (xi) in any fiscal year of the Borrower) plus (y) the aggregate amount of net cash proceeds received by the Borrower (other than from a Restricted Subsidiary) from the sale or issuance of Equity Interests (other than Disqualified Stock) of the Borrower after the Effective Date and on or prior to such time (including upon exercise of warrants or options) to the extent not applied pursuant to Section 7.116.04(t), Section 6.06(b)(iii) or used to increase the Available Amount; (xii) the Borrower may make any payments of cash or deliveries in shares of Common Stock (or other securities or property following a merger event, reclassification or other change of the Common Stock) (and cash in lieu of fractional shares) pursuant to the terms of, and otherwise perform its obligations under, any Convertible Securities (including, without limitation, making payments of interest and principal thereon, making payments due upon required repurchase thereof and/or making payments and deliveries upon conversion or settlement thereof); and (xiii) the delivery of shares of Common Stock or payment or delivery of cash, or any combination thereof in connection with the settlement, unwinding, or termination of Permitted Call Spread Agreements or Permitted Forward Agreements. For purposes of determining compliance with this Section 6.06(a), if any Restricted Payment (or a portion thereof) would be permitted pursuant to one or more provisions described above, the Borrower may divide and classify, and subsequently re-divide and/or reclassify (including to reclassify utilization of any Fixed Amounts as incurred under any available Incurrence Based Amounts, including any Financial Incurrence Tests), such Restricted Payment (or a portion thereof) in any manner that complies with this covenant. (b) Make or agree to makeThe Borrower will not, and will not permit any Restricted Subsidiary to, make directly or indirectly, any payment voluntary prepayment or other voluntary distribution (whether in cash, securities or other property) of or in respect of the principal of or interest on any Subordinated Debt Indebtedness of the Borrower or any of its Restricted Subsidiaries (other than Intercompany Indebtedness) that has been expressly subordinated in right of payment to the Obligations pursuant to a subordination agreement or Indebtedness secured by Liens on the Collateral ranking junior to the Liens securing the Secured Obligations, in each case in a principal amount in excess of $10,000,000 (collectively, “Junior Debt”), or any voluntary prepayment or other voluntary distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the voluntary purchase, redemption, retirement, defeasance, cancellation or termination of principal of any Subordinated DebtJunior Debt (each, except: a “Junior Debt Prepayment”), except (i) scheduled and other customary mandatory payments of interest and principal in respect of Subordinated any Junior Debt; and , (ii) the conversion of any Junior Debt to Qualified Equity Interests of the Borrower, (iii) refinancings and replacements of Junior Debt with proceeds of Permitted Refinancing Indebtedness permitted to be incurred under Section 6.01 or with Net Proceeds of Qualified Equity Interests of the Borrower (to the extent such Qualified Equity Interests are not used to make Investments pursuant to Section 6.04(t), Section 6.06(a)(xi)(y) or used to increase the Available Amount), (iv) other Junior Debt Prepayments in an aggregate amount not to exceed the greater of $25,000,000 and 15.0% of Consolidated EBITDA for the most recently ended Test Period, (v) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower or such Restricted Subsidiary may make any payment or other distribution if Junior Debt Prepayment if, on the date such Junior Debt Prepayment is to be made, after giving effect thereto the Consolidated Net Total Leverage Ratio as of the last day of the most recently ended Test Period on a Pro Forma Basis would not be greater than 2.75 3.00 to 1.00; 1.00 and (cvi) other Junior Debt Prepayments in an amount not to exceed the Available Amount; provided that, at the time each Junior Debt Prepayment is made, (x) the Total Leverage Ratio as of the last day of the most recently ended Test Period on a Pro Forma Basis is no greater than 4.50 to 1.00 and (y) no Event of Default has occurred and is continuing or would occur as a result thereof. For purposes of determining compliance with this Section 6.06(b), if any Junior Debt Prepayment (or a portion thereof) would be permitted pursuant to one or more provisions described above, the Borrower may divide and classify, and subsequently re-divide and/or reclassify (including to reclassify utilization of any Fixed Amounts as incurred under any available Incurrence Based Amounts, including any Financial Incurrence Tests), such Junior Debt Prepayment (or a portion thereof) in any manner that complies with this covenant. Notwithstanding anything herein to the contrary, the foregoing provisions of Section 6.06 will not prohibit the payment of any Restricted Payment or the consummation of any irrevocable redemption, purchase, defeasance, distribution or other payment 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 complied with the provisions of this Agreement, provided that, if at the time thereof and immediately after giving effect thereto, no payment Events of Default under Section 7.01(a), (b), (h) and (i) and shall have occurred and be made in respect of Subordinated Debt that is prohibited by the subordination provisions applicable to such Subordinated Debtcontinuing.

Restricted Payments; Certain Payments in Respect of Indebtedness. (a) Declare The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatexcept: (i) Restricted Subsidiaries may declare and pay dividends make Restricted Payments ratably with respect to their Equity Interests,; (ii) The Company or any Restricted Subsidiary may declare the declaration and pay payment of dividends to holders of any class or series of Disqualified Stock of the Company Borrower or such any Restricted Subsidiary, as applicable, Subsidiary issued or incurred in compliance with Section 7.02 to the extent such dividends are included as Cash Interest Expense in any calculation of the Consolidated Interest Coverage Ratio6.01; (iii) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower may declare and make any Restricted Payment if if, on the date such Restricted Payment is to be made, after giving effect to such Restricted Payment the Consolidated Net Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis would not be greater than 2.75 to 1.00; (iv) if so long as no Event of Default has occurred and is continuing, other Restricted Payments in an aggregate amount not to exceed, $25,000,000; (v) Restricted Payments made to effect the GigPeak Acquisition, the Merger, and the other Transactions; (vi) other Restricted Payments in an amount not to exceed the Available Amount; provided that, at the time each Restricted Payment is made, (x) the Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis is no greater than 4.00 to 1.00 and (y) no Event of Default has occurred and is continuing or would occur as a result thereof; and (vii) so long as no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower may declare and pay dividends with respect to its repurchase common Equity Interests in any fiscal year of the Borrower in an aggregate amount not to exceed (x) $50,000,000, in each case, if after giving effect to each such Restricted Payment, the Company and its Restricted Subsidiaries would be in Pro Forma Compliance 60,000,000 per fiscal year (commencing with the then applicable Consolidated Net Leverage Ratio fiscal year of the Borrower beginning April 3, 2017 and with unused amounts in any Fiscal Year being permitted to be carried over for the next immediately succeeding fiscal year so long as no more than $120,000,000 is expended pursuant to this clause (vii) in any Fiscal Year of the Borrower) plus (y) the aggregate amount of net cash proceeds received by the Borrower (other than from a Restricted Subsidiary) form the sale or issuance of Equity Interests (other than Disqualified Stock) of the Borrower after the Effective Date and on or prior to such time (including upon exercise of warrants or options) to the extent not applied pursuant to Section 7.11; and6.04(t), Section 6.06(b)(iii) or used to increase the Available Amount. . (b) Make or agree to makeThe Borrower will not, and will not permit any Restricted Subsidiary to, make directly or indirectly, any payment prepayment or other distribution (whether in cash, securities or other property) of or in respect of the principal of or interest on any Subordinated Debt subordinated Indebtedness of the Borrower or any payment of its Restricted Subsidiaries (other than Intercompany Indebtedness), Indebtedness secured by Liens on the Collateral ranking junior to the Liens securing the Secured Obligations, in each case in a principal amount in excess of $5,000,000, or Indebtedness under the Existing Convertible Notes (and any Permitted Refinancing Indebtedness in respect thereof) (collectively, “Junior Debt”), or any prepayment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, cancellation or termination of principal of any Subordinated DebtJunior Debt (each, except: a “Junior Debt Prepayment”), except (i) scheduled and other customary mandatory payments of interest and principal in respect of Subordinated any Junior Debt; and , (ii) the conversion of any Junior Debt to Qualified Equity Interests of the Borrower, (iii) refinancings and replacements of Junior Debt with proceeds of Permitted Refinancing Indebtedness permitted to be incurred under Section 6.01 or with Net Proceeds of Qualified Equity Interests of the Borrower (to the extent such Qualified Equity Interests are not used to make Investments pursuant to Section 6.04(t), Section 6.06(a)(vii)(y) or used to increase the Available Amount), (iv) other Junior Debt Prepayments in an aggregate amount not to exceed $25,000,000, (v) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower or such Restricted Subsidiary may make any payment or other distribution if Junior Debt Prepayment if, on the date such Junior Debt Prepayment is to be made, after giving effect thereto the Consolidated Net Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis would not be greater than 2.75 3.00 to 1.00; 1.00 and (cvi) other Junior Debt Prepayments in an amount not to exceed the Available Amount; provided that that, at the time each Junior Debt Prepayment is made, (x) the Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis is no greater than 4.25 and (y) no Event of Default has occurred and is continuing or would occur as a result thereof. Notwithstanding anything herein to the contrary, the foregoing provisions of Section 6.06 will not prohibit the payment of any Restricted Payment or the consummation of any irrevocable redemption, purchase, defeasance, distribution or other payment 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 complied with the provisions of this Agreement, provided that, if at the time thereof and immediately after giving effect thereto, no Events of Default under Section 7.01(a), (b), (h) and (i) and shall have occurred and be made in respect of Subordinated Debt that is prohibited by the subordination provisions applicable to such Subordinated Debtcontinuing.

Restricted Payments; Certain Payments in Respect of Indebtedness. (a) Declare The Company will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: that (i) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, , (ii) The Company or any Restricted Subsidiary may declare the declaration and pay payment of dividends to holders of any class or series of Disqualified Stock of the Company or such Restricted Subsidiary, as applicable, any Subsidiary issued or incurred in compliance with Section 7.02 6.01 to the extent such dividends are included as Cash Interest Expense in any calculation of the Consolidated Interest Coverage Ratio; Ratio and (iii) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company may declare and make any Restricted Payment if after giving effect to such Restricted Payment the Consolidated Net Total Leverage Ratio on a Pro Forma Basis would not be greater than 2.75 to 1.00; (iv) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company may declare and pay dividends with respect to its Equity Interests in any fiscal year in an aggregate amount not to exceed $50,000,000, in each case, if after giving effect to each such Restricted Payment, the Company and its Restricted Subsidiaries would be in Pro Forma Compliance with 0.5x less than the then applicable Consolidated Net Total Leverage Ratio pursuant to Section 7.11; and6.16. (b) Make The Company will not, and will not permit any Restricted Subsidiary to, make or agree to make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of the principal of or interest on any Subordinated Debt Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, cancellation or termination of any Subordinated DebtIndebtedness, except: except (i) scheduled and other mandatory payments of interest and principal in respect of Subordinated Debt; and Indebtedness and (ii) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company or such Restricted Subsidiary may make any payment or other distribution if after giving effect thereto the Consolidated Net Total Leverage Ratio on a Pro Forma Basis would not be greater than 2.75 0.5x less than the then applicable Total Leverage Ratio pursuant to 1.00; (c) Section 6.16; provided that no payment shall be made in respect of Subordinated Debt Indebtedness that is prohibited by the subordination provisions applicable to such Subordinated DebtIndebtedness.

Restricted Payments; Certain Payments in Respect of Indebtedness. (a) Declare The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (i) Restricted Subsidiaries may declare and pay dividends make Restricted Payments ratably with respect to their Equity Interests, (ii) The Company or any the Borrower and its Restricted Subsidiary Subsidiaries may declare and pay dividends to holders of any class or series of Disqualified Stock of the Company Borrower or such any Restricted Subsidiary, as applicable, Subsidiary issued or incurred in compliance with Section 7.02 to the extent such dividends are included as Cash Interest Expense in any calculation of the Consolidated Interest Coverage Ratio;6.01, (iii) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower may declare and make any Restricted Payment if if, on the date such Restricted Payment is to be made, after giving effect to such Restricted Payment the Consolidated Net Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis would not be greater than 2.75 2.00 to 1.00;, (iv) if [Reserved], (v) the Borrower may make Restricted Payments, not exceeding $20,000,000 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 or employees of the Borrower and its Restricted Subsidiaries, (vi) so long as no Event of Default has occurred and is continuing or would occur as a result thereofresult, the Company Borrower and its Restricted Subsidiaries may declare make other Restricted Payments in an amount not to exceed the Available Amount; provided that, at the time each Restricted Payment is made (other than in reliance on clause (a) of the definition of “Available Amount”), the Secured Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis is no greater than 2.00 to 1.00, (vii) the Borrower may (i) repurchase Equity Interests in the ordinary course of business in connection with the exercise of stock options, warrants or other convertible or exchangeable securities if such Equity Interests represent a portion of the exercise, conversion or exchange price thereof and pay dividends with respect to (ii) repurchase its Equity Interests in an amount not to exceed $15,000,000 in any fiscal year, any unutilized portion of which may be carried forward to the immediately succeeding fiscal year; provided that at the time of and immediately after giving effect to any such Restricted Payment, no Default shall have occurred and be continuing; provided further that in any given fiscal year any such repurchases shall be deemed first, to reduce the $15,000,000 available for such fiscal year and, second, after such amount is reduced to $0, to reduce any carryover from the prior fiscal year, (viii) the Borrower may repurchase Equity Interests in connection with 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 thereof), (ix) the Borrower may purchase, redeem, retire or otherwise acquire for value of Equity Interests (and any related stock appreciation rights, plans, equity incentive or achievement plans or any similar plans) in a person being acquired in any Permitted Acquisition in connection with such Permitted Acquisition, (x) the Borrower may repurchase the Borrower’s Equity Interests in connection with the issuance of any Convertible Notes (including through payments under or pursuant to accelerated or forward stock repurchase arrangements or settlement of call spreads entered into at the time of and in connection with such issuance), but in each case under this clause ((x) solely to the extent necessary to repurchase the “delta hedge” of investors in such Convertible Note, determined in accordance with customary practices; provided that the aggregate amount of any such repurchases by Borrower of its Equity Interests in connection with the issuance of a Convertible Note shall not exceed 30% of the aggregate amount of the purchase amounts paid by holders of such Convertible Note to Borrower for such issuance; (xi) the Borrower may make Restricted Payments with the proceeds of, or in exchange for, a substantially contemporaneous issuance of Qualified Equity Interests of the Borrower (other than issuances to a Restricted Subsidiary, the proceeds of any issuance to the extent included in the Available Amount or applied pursuant to Section 6.04(t)); (xii) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other payments or distributions solely in Qualified Equity Interests of such Person; (xiii) the Borrower may (A) purchase or pay cash in lieu of fractional shares of its Equity Interests arising out of stock dividends, splits, or business combinations or in connection with issuance of Qualified Equity Interests of the Borrower pursuant to mergers, consolidations or other acquisitions permitted by this Agreement, (B) pay cash in lieu of fractional shares upon the exercise of warrants, options or other securities convertible into or exercisable for Qualified Equity Interests of the Borrower, and (C) make payments in connection with the retention of Qualified Equity Interests in payment of withholding Taxes in connection with equity-based compensation plans to the extent that net share settlement arrangements are deemed to be repurchases; and (xiv) the Borrower may make other Restricted Payments in an aggregate amount not to exceed $50,000,000, in each case, if after giving effect to each such Restricted Payment, the Company and its Restricted Subsidiaries would be in Pro Forma Compliance with the then applicable Consolidated Net Leverage Ratio pursuant to Section 7.11; and30,000,000. (b) Make or agree to makeThe Borrower will not, and will not permit any Restricted Subsidiary to, make directly or indirectly, any payment voluntary prepayment or other voluntary distribution (whether in cash, securities or other property) of or in respect of the principal of or interest on any Subordinated Debt subordinated Indebtedness of the Borrower or any payment of its Restricted Subsidiaries (other than Intercompany Indebtedness) or Indebtedness secured by Liens on the Collateral ranking junior to the Liens securing the Secured Obligations, in each case in a principal amount in excess of $5,000,000 (“Junior Debt”), or any voluntary prepayment or other voluntary distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the voluntary purchase, redemption, retirement, defeasance, cancellation or termination of principal of any Subordinated DebtJunior Debt (each, except: a “Junior Debt Prepayment”), except (i) scheduled and other mandatory payments of interest and principal in respect of Subordinated any Junior Debt; and , (ii) the conversion of any Junior Debt to Qualified Equity Interests of the Borrower and the payment of cash in lieu of fractional shares in connection therewith, (iii) refinancings and replacements of Junior Debt with proceeds of Indebtedness permitted to be incurred under Section 6.01 or with Net Proceeds of Qualified Equity Interests of the Borrower, (iv) [Reserved], (v) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower or such Restricted Subsidiary may make any payment or other distribution if Junior Debt Prepayment if, on the date such Junior Debt Prepayment is to be made, after giving effect thereto the Consolidated Net Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis would not be greater than 2.75 2.00 to 1.00; , and (cvi) so long as no Event of Default has occurred and is continuing or would occur as a result thereof, other Junior Debt Prepayments in an amount not to exceed the Available Amount; provided that that, at the time each Junior Debt Prepayment is made (other than in reliance on clause (a) of the definition of “Available Amount”), the Secured Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis is no greater than 2.00 to 1.00. Notwithstanding anything herein to the contrary, the foregoing provisions of Section 6.06 will not prohibit the payment of any Restricted Payment or the consummation of any irrevocable redemption, purchase, defeasance, distribution or other payment 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 complied with the provisions of this Agreement, provided that, if at the time thereof and immediately after giving effect thereto, no Events of Default under Section 7.01(a), (b), (h) and (i) and shall have occurred and be made in respect of Subordinated Debt that is prohibited by the subordination provisions applicable to such Subordinated Debtcontinuing.

Restricted Payments; Certain Payments in Respect of Indebtedness. (a) Declare The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: that (i) Restricted Subsidiaries may declare and pay dividends make Restricted Payments ratably with respect to their Equity Interests, , (ii) The Company or any Restricted Subsidiary may declare the declaration and pay payment of dividends to holders of any class or series of Disqualified Stock of the Company Borrower or such any Restricted Subsidiary, as applicable, Subsidiary issued or incurred in compliance with Section 7.02 to the extent such dividends are included as Cash Interest Expense in any calculation of the Consolidated Interest Coverage Ratio; 6.01, (iii) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower may declare and make any Restricted Payment if if, on the date such Restricted Payment is to be made, after giving effect to such Restricted Payment the Consolidated Net Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis would not be greater than 2.75 2.25 to 1.00; , (iv) if so long as no Event of Default has occurred and is continuing or would occur as a result thereofcontinuing, the Company may declare and pay dividends with respect to its Equity Interests in any fiscal year other Restricted Payments in an aggregate amount not to exceed $50,000,000exceed, in each case, if after giving effect to each at the time of making any such Restricted Payment, $35,000,000 in any year, (v) Restricted Payments made to effect the Company Integration Plan, the Quasar Acquisition and its the Merger, and (vi) other Restricted Subsidiaries would be Payments in Pro Forma Compliance with an amount not to exceed the then applicable Consolidated Net Available Amount; provided that, at the time each Restricted Payment is made (other than in reliance on clause (a) of the definition of “Available Amount”), the Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 7.11; and5.01 or Section 4.01(j) on a Pro Forma Basis is no greater than 3.50 to 1.00. (b) Make or agree to makeThe Borrower will not, and will not permit any Restricted Subsidiary to, make directly or indirectly, any payment voluntary prepayment or other voluntary distribution (whether in cash, securities or other property) of or in respect of the principal of or interest on any Subordinated Debt subordinated Indebtedness of the Borrower or any payment of its Restricted Subsidiaries (other than Intercompany Indebtedness) or Indebtedness secured by Liens on the Collateral ranking junior to the Liens securing the Secured Obligations, in each case in a principal amount in excess of $5,000,000 (“Junior Debt”), or any voluntary prepayment or other voluntary distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the voluntary purchase, redemption, retirement, defeasance, cancellation or termination of principal of any Subordinated DebtJunior Debt (each, except: a “Junior Debt Prepayment”), except (i) scheduled and other mandatory payments of interest and principal in respect of Subordinated any Junior Debt; and , (ii) the conversion of any Junior Debt to Qualified Equity Interests of the Borrower, (iii) refinancings and replacements of Junior Debt with proceeds of Indebtedness permitted to be incurred under Section 6.01 or with Net Proceeds of Qualified Equity Interests of the Borrower, (iv) other Junior Debt Prepayments in an aggregate amount not to exceed, at the time of making any such Junior Debt Prepayment, $35,000,000 in any year, (v) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower or such Restricted Subsidiary may make any payment or other distribution if Junior Debt Prepayment if, on the date such Junior Debt Prepayment is to be made, after giving effect thereto the Consolidated Net Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis would not be greater than 2.75 2.25 to 1.00; 1.00,1.00 and (cvi) other Junior Debt Prepayments in an amount not to exceed the Available Amount; provided that that, at the time each Junior Debt Prepayment is made (other than in reliance on clause (a) of the definition of “Available Amount”), the Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis is no greater than 3.50 to 1.00 and (vii) on and prior to the Short-Term Loan Maturity Date, payments with respect to the Short-Term Loan Arrangement.1.00. Notwithstanding anything herein to the contrary, the foregoing provisions of Section 6.06 will not prohibit the payment of any Restricted Payment or the consummation of any irrevocable redemption, purchase, defeasance, distribution or other payment 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 complied with the provisions of this Agreement, provided that, if at the time thereof and immediately after giving effect thereto, no Events of Default under Section 7.01(a), (b), (h) and (i) and shall have occurred and be made in respect of Subordinated Debt that is prohibited by the subordination provisions applicable to such Subordinated Debtcontinuing.

Restricted Payments; Certain Payments in Respect of Indebtedness. (a) Declare The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (i) Restricted Subsidiaries may declare and pay dividends make Restricted Payments ratably with respect to their Equity Interests, (ii) The Company or any Restricted Subsidiary may declare the declaration and pay payment of dividends to holders of any class or series of Disqualified Stock of the Company Borrower or such any Restricted Subsidiary, as applicable, Subsidiary issued or incurred in compliance with Section 7.02 to the extent such dividends are included as Cash Interest Expense in any calculation of the Consolidated Interest Coverage Ratio;‎Section 6.01, (iii) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower may declare and make any Restricted Payment if if, on the date such Restricted Payment is to be made, after giving effect to such Restricted Payment the Consolidated Total Net Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to ‎Section 5.01 or ‎Section 4.01(j) on a Pro Forma Basis would not be greater than 2.75 4.00 to 1.00;, (iv) if [Reserved], (v) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, officers or employees of the Borrower and its Restricted Subsidiaries, (vi) so long as no Event of Default has occurred and is continuing or would occur as a result thereofcontinuing, the Company Borrower and its Restricted Subsidiaries may declare and pay dividends with respect to its Equity Interests in any fiscal year make other Restricted Payments in an aggregate amount not to exceed $50,000,000the Available Amount; (vii) other Restricted Payments in an aggregate amount, in each case, if after giving effect to each such Restricted Payment, the Company and its Restricted Subsidiaries would be in Pro Forma Compliance together with the then applicable Consolidated Net Leverage Ratio amount of any Junior Debt Prepayments pursuant to Section 7.11; 6.06(b)(iv), not to exceed the greater of $58,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period, (viii) any Restricted Payment made in connection with the settlement of the 2022 Convertible Notes made in cash with the proceeds of Initial Term B Loans and/or made with shares of the Borrower’s common stock (and cash in lieu of any fractional share), (ix) any Restricted Payment of the 2025 Convertible Notes or any Other Convertible Notes in connection with the substantially concurrent refinancing thereof made in cash with the proceeds of new Other Convertible Notes permitted to be incurred hereunder and/or made with shares of the Borrower’s common stock (and cash in lieu of any fractional share), (x) the Borrower may settle warrants that constitute a Permitted Call Spread Hedging Agreement related to the Existing Convertible Notes or any Other Convertible Notes (a) by delivery of shares of the Borrower’s common stock upon settlement thereof and cash payments in lieu of fractional shares, or (b) by (x) set-off against the call option purchased in connection with the same Permitted Call Spread Hedging Agreement; or (y) payment of an early termination amount thereof upon any early termination thereof in common stock and cash payments in lieu of fractional shares or, in the case of a nationalization, insolvency, tender offer, merger event or other extraordinary event (as a result of which holders of the Borrower’s common stock are entitled to receive cash or other consideration (other than the Borrower’s common stock) for their shares of the Borrower’s common stock) or similar transaction with respect to the Borrower or the common stock of the Borrower, cash and/or other property, (xi) the Borrower may make any required payment of a premium to purchase any call option that constitutes a Permitted Call Spread Hedging Agreement related to any Other Convertible Notes, (xii) the Borrower may make Restricted Payments with the proceeds of, or in exchange for, a substantially contemporaneous issuance of Qualified Equity Interests of the Borrower (other than issuances to a Restricted Subsidiary, the proceeds of any issuance to the extent included in the Available Amount or applied pursuant to ‎Sections 6.04(t) or 6.06(b)(iii)); (xiii) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other payments or distributions solely in Qualified Equity Interests of such Person, and (xiv) the Borrower may (a) purchase or pay cash in lieu of fractional shares of its Equity Interests arising out of stock dividends, splits, or business combinations or in connection with issuance of Qualified Equity Interests of the Borrower pursuant to mergers, consolidations or other acquisitions permitted by this Agreement, (b) pay cash in lieu of fractional shares upon the exercise of warrants, options or other securities convertible into or exercisable for Qualified Equity Interests of the Borrower, and (c) make payments in connection with the retention of Qualified Equity Interests in payment of withholding taxes in connection with equity-based compensation plans to the extent that net share settlement arrangements are deemed to be repurchases. (b) Make or agree to makeThe Borrower will not, and will not permit any Restricted Subsidiary to, make directly or indirectly, any payment voluntary prepayment or other voluntary distribution (whether in cash, securities or other property) of or in respect of the principal of or interest on any Subordinated Debt subordinated Indebtedness of the Borrower or any payment of its Restricted Subsidiaries (other than Intercompany Indebtedness) or Indebtedness secured by Liens on the Collateral ranking junior to the Liens securing the Secured Obligations, in each case in a principal amount in excess of $5,000,000 (“Junior Debt”), or any voluntary prepayment or other voluntary distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the voluntary purchase, redemption, retirement, defeasance, cancellation or termination of principal of any Subordinated DebtJunior Debt (each, a “Junior Debt Prepayment”), except: (i) scheduled and other mandatory payments of interest and principal in respect of Subordinated any Junior Debt; and, (ii) the conversion of any Junior Debt to Qualified Equity Interests of the Borrower and the payment of cash in lieu of fractional shares in connection therewith, (iii) refinancings and replacements of Junior Debt with proceeds of Indebtedness permitted to be incurred under ‎Section 6.01 or with Net Proceeds of Qualified Equity Interests of the Borrower (other than to the extent included in the Available Amount or applied pursuant to ‎Section 6.04(t)), (iv) other Junior Debt Prepayments in an aggregate amount, together with the amount of any Restricted Payments pursuant to Section 6.06(a)(vii), not to exceed the greater of $58,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period, (v) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower or such Restricted Subsidiary may make any payment or other distribution if Junior Debt Prepayment if, on the date such Junior Debt Prepayment is to be made, after giving effect thereto the Consolidated Total Net Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to ‎Section 5.01 or ‎Section 4.01(j) on a Pro Forma Basis would not be greater than 2.75 4.00 to 1.00;, and (cvi) so long as no Event of Default has occurred and is continuing, other Junior Debt Prepayments in an amount not to exceed the Available Amount. Notwithstanding anything herein to the contrary, the foregoing provisions of ‎Section 6.06 will not prohibit the payment of any Restricted Payment or the consummation of any irrevocable redemption, purchase, defeasance, distribution or other payment 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 complied with the provisions of this Agreement, provided that, if at the time thereof and immediately after giving effect thereto, no Events of Default under ‎Section 7.01(a), ‎(b), ‎(h) and ‎(i) and shall have occurred and be continuing. For purposes of determining compliance with each of clause (a) and clause (b) of this Section 6.06, respectively, if any Junior Debt Prepayment or Restricted Payment (in each case, including a portion thereof), as applicable, would be permitted pursuant to one or more provisions described in clause (a) or clause (b) above, as applicable, the Borrower may divide and classify, and subsequently re-divide and/or reclassify (including to reclassify utilization of any Fixed Amounts as incurred under any available Incurrence Based Amounts, including any Financial Incurrence Tests), such Junior Debt Prepayment or Restricted Payment, as applicable in any manner that no payment shall be made in respect complies with clause (a) or clause (b), respectively, of Subordinated Debt that is prohibited by the subordination provisions applicable to such Subordinated Debtthis covenant.

Restricted Payments; Certain Payments in Respect of Indebtedness. (a) Declare The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: that (i) Restricted Subsidiaries may declare and pay dividends make Restricted Payments ratably with respect to their Equity Interests, , (ii) The Company or any Restricted Subsidiary may declare the declaration and pay payment of dividends to holders of any class or series of Disqualified Stock of the Company Borrower or such any Restricted Subsidiary, as applicable, Subsidiary issued or incurred in compliance with Section 7.02 to the extent such dividends are included as Cash Interest Expense in any calculation of the Consolidated Interest Coverage Ratio; 6.01, (iii) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower may declare and make any Restricted Payment if if, on the date such Restricted Payment is to be made, after giving effect to such Restricted Payment the Consolidated Net Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis would not be greater than 2.75 2.25 to 1.00; , (iv) if so long as no Event of Default has occurred and is continuing or would occur as a result thereofcontinuing, the Company may declare and pay dividends with respect to its Equity Interests in any fiscal year other Restricted Payments in an aggregate amount not to exceed $50,000,000exceed, in each case, if after giving effect to each at the time of making any such Restricted Payment, $35,000,000 in any year, (v) Restricted Payments made to effect the Company Integration Plan, the Quasar Acquisition and its the Merger, and (vi) other Restricted Subsidiaries would be Payments in Pro Forma Compliance with an amount not to exceed the then applicable Consolidated Net Available Amount; provided that, at the time each Restricted Payment is made (other than in reliance on clause (a) of the definition of “Available Amount”), the Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 7.11; and5.01 or Section 4.01(j) on a Pro Forma Basis is no greater than 3.50 to 1.00. (b) Make or agree to makeThe Borrower will not, and will not permit any Restricted Subsidiary to, make directly or indirectly, any payment voluntary prepayment or other voluntary distribution (whether in cash, securities or other property) of or in respect of the principal of or interest on any Subordinated Debt subordinated Indebtedness of the Borrower or any payment of its Restricted Subsidiaries (other than Intercompany Indebtedness) or Indebtedness secured by Liens on the Collateral ranking junior to the Liens securing the Secured Obligations, in each case in a principal amount in excess of $5,000,000 (“Junior Debt”), or any voluntary prepayment or other voluntary distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the voluntary purchase, redemption, retirement, defeasance, cancellation or termination of principal of any Subordinated DebtJunior Debt (each, except: a “Junior Debt Prepayment”), except (i) scheduled and other mandatory payments of interest and principal in respect of Subordinated any Junior Debt; and , (ii) the conversion of any Junior Debt to Qualified Equity Interests of the Borrower, (iii) refinancings and replacements of Junior Debt with proceeds of Indebtedness permitted to be incurred under Section 6.01 or with Net Proceeds of Qualified Equity Interests of the Borrower, (iv) other Junior Debt Prepayments in an aggregate amount not to exceed, at the time of making any such Junior Debt Prepayment, $35,000,000 in any year, (v) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company Borrower or such Restricted Subsidiary may make any payment or other distribution if Junior Debt Prepayment if, on the date such Junior Debt Prepayment is to be made, after giving effect thereto the Consolidated Net Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis would not be greater than 2.75 2.25 to 1.00; , (cvi) other Junior Debt Prepayments in an amount not to exceed the Available Amount; provided that that, at the time each Junior Debt Prepayment is made (other than in reliance on clause (a) of the definition of “Available Amount”), the Total Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j) on a Pro Forma Basis is no greater than 3.50 to 1.00 and (vii) on and prior to the Short-Term Loan Maturity Date, payments with respect to the Short-Term Loan Arrangement. Notwithstanding anything herein to the contrary, the foregoing provisions of Section 6.06 will not prohibit the payment of any Restricted Payment or the consummation of any irrevocable redemption, purchase, defeasance, distribution or other payment 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 complied with the provisions of this Agreement, provided that, if at the time thereof and immediately after giving effect thereto, no Events of Default under Section 7.01(a), (b), (h) and (i) and shall have occurred and be made in respect of Subordinated Debt that is prohibited by the subordination provisions applicable to such Subordinated Debtcontinuing.

Restricted Payments; Certain Payments in Respect of Indebtedness. (a) Declare The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: that (i) Restricted Subsidiaries may declare and pay dividends make Restricted Payments ratably with respect to their Equity Interests, , (ii) The Company or any Restricted Subsidiary may declare the declaration and pay payment of dividends to holders of any class or series of Disqualified Stock of the Company Borrower or such any Restricted Subsidiary, as applicable, Subsidiary issued or incurred in compliance with Section 7.02 6.01 may be made, (iii) the Borrower may make any Restricted Payment if, on the date such Restricted Payment is to be made, after giving effect to such Restricted Payment the extent Total Net Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(k) on a Pro Forma Basis would not be greater than 1.503.00 to 1.00, (iv) so long as no Event of Default has occurred and is continuing, other Restricted Payments may be made in an aggregate amount not to exceed, at the time of making any such dividends are included as Cash Interest Expense Restricted Payment, $90,000,000 in any calculation fiscal year; provided that, at the time each such Restricted Payment is made, the Total Net Leverage Ratio as of the Consolidated Interest Coverage Ratio; last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(k) on a Pro Forma Basis is no greater than 2.50 to 1.00,, (iiiv) Restricted Payments may be made to effect the Mergers and the other transactions contemplated by the Merger Agreement, (vi) if no Event of Default has occurred and is continuing or would occur as a result thereof, other Restricted Payments may be made in an amount not to exceed the Company may declare and make any Restricted Payment Available Amount; provided that, if after giving effect to such Restricted Payment is made in reliance on clause (b) of the Consolidated definition of “Available Amount” at the time each such Restricted Payment is made, the Total Net Leverage LeverageConsolidated Interest Coverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(k) on a Pro Forma Basis would not be greater is no greaterless than 2.75 2.502.00 to 1.00; , (ivvii) the Borrower may acquire Equity Interests upon the exercise of stock options and/or stock appreciation rights and vesting and/or settlement of restricted stock and restricted stock units if no Event such Equity Interests are transferred in satisfaction of Default has occurred and is continuing a portion of the exercise price of such options and/or rights and/or any tax withholdings in connection with such exercise, vesting or would occur as a result thereofsettlement, (viii) the Company Borrower may declare and pay dividends make Restricted Payments with respect to its Equity Interests payable solely in shares of its common stock, (ix) the Borrower may redeem, repurchase, acquire or retire any fiscal year of its outstanding Qualified Equity Interests upon the exercise of any Permitted Convertible Debt Hedge Transaction or repurchase or redemption or retirement of any Convertible Debt Security, (x) the Borrower may make Restricted Payments (A) in connection with (including, without limitation, purchases of) any Permitted Convertible Debt Hedge Transaction, (B) to settle any Permitted Warrant (1) by delivery of its Qualified Equity Interests, (2) by set-off against the related Permitted Bond Hedge or (3) with cash payments in an aggregate amount not to exceed $50,000,000the aggregate amount of any payments and/or deliveries received pursuant to the settlement of any related Permitted Bond Hedge (subject to any increase in the price of the underlying Qualified Equity Interests since the settlement of such Permitted Bond Hedge) or (C) to terminate any Permitted Warrant, and (xi) the Borrower may make cash payments in each case, if after giving effect to each such Restricted Payment, lieu of the Company and its Restricted Subsidiaries would be issuance of fractional shares in Pro Forma Compliance connection with the then applicable Consolidated Net Leverage Ratio pursuant to Section 7.11; andconversion, exercise or settlement of any Convertible Debt Security or Convertible Debt Hedge Transaction, as applicable. (b) Make or agree to makeThe Borrower will not, and will not permit any Restricted Subsidiary to, make directly or indirectly, any payment voluntary prepayment or other voluntary distribution (whether in cash, securities or other property) of or in respect of the principal of or interest on any Subordinated Debt subordinated Indebtedness of the Borrower or any payment of its Restricted Subsidiaries (other than Intercompany Indebtedness) or Indebtedness secured by Liens on the Collateral ranking junior to the Liens securing the Secured Obligations, in each case in a principal amount in excess of $5,000,000 (“Junior Debt”), or any voluntary prepayment or other voluntary distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the voluntary purchase, redemption, retirement, defeasance, cancellation or termination of principal of any Subordinated DebtJunior Debt (each, except: a “Junior Debt Prepayment”), except (i) scheduled and other mandatory payments of interest and principal in respect of Subordinated any Junior Debt; and , (ii) the conversion of any Junior Debt to Qualified Equity Interests of the Borrower, (iii) refinancings and replacements of Junior Debt with proceeds of Indebtedness permitted to be incurred under Section 6.01 or with Net Proceeds of Qualified Equity Interests of the Borrower, (iv) the Borrower or such Restricted Subsidiary may make any Junior Debt Prepayment if, on the date such Junior Debt Prepayment is to be made, after giving effect thereto the Total Net Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(k) on a Pro Forma Basis would not be greater than 1.503.00 to 1.00 and (v) if no Event of Default has occurred and is continuing or would occur as a result thereof, other Junior Debt Prepayments in an amount not to exceed the Company Available Amount; provided that, if such Junior Debt Prepayment is made in reliance on clause (b) of the definition of “Available Amount” at the time such Junior Debt Prepayment is made, the Total Net LeverageConsolidated Interest Coverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or such Restricted Subsidiary may make any payment or other distribution if after giving effect thereto the Consolidated Net Leverage Ratio Section 4.01(k) on a Pro Forma Basis would not be is no greater than 2.75 2.502.00 to 1.00; . Notwithstanding anything herein to the contrary, the foregoing provisions of Section 6.06 will not prohibit the payment of any Restricted Payment or the consummation of any irrevocable redemption, purchase, defeasance, distribution or other payment 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 complied with the provisions of this Agreement, provided that, if at the time thereof and immediately after giving effect thereto, no Events of Default under Section 7.01(a), (cb), (h) provided and (i) and shall have occurred and be continuing. Notwithstanding anything in this Section 6.06 to the contrary, the Borrower will not, and will not permit any of its Restricted Subsidiaries to make any Restricted Payments pursuant to which Intellectual Property assets or other strategic assets, in each case, that no payment shall be made in respect are material to the business of Subordinated Debt that the Borrower and its Restricted Subsidiaries, taken as a whole, is prohibited by the subordination provisions applicable transferred to such Subordinated Debtany Unrestricted Subsidiary.

Restricted Payments; Certain Payments in Respect of Indebtedness. (a) Declare or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (i) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (ii) The Company or any Restricted Subsidiary may declare and pay dividends to holders of any class or series of Disqualified Stock of the Company or such Restricted Subsidiary, as applicable, issued or incurred in compliance with Section 7.02 to the extent such dividends are included as Cash Interest Expense in any calculation of the Consolidated Interest Coverage Ratio;; and (iii) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company may declare and make any Restricted Payment if after giving effect to such Restricted Payment the Consolidated Net Leverage Ratio on a Pro Forma Basis would not be greater than 2.75 to 1.00; (iv) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company may declare and pay dividends with respect to its Equity Interests in any fiscal year in an aggregate amount not to exceed $50,000,000, in each case, if after giving effect to each such Restricted Payment, the Company and its Restricted Subsidiaries would be in Pro Forma Compliance with 0.5x less than the then applicable Consolidated Net Leverage Ratio pursuant to Section 7.11; and. (b) Make or agree to make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of the principal of or interest on any Subordinated Debt or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, cancellation or termination of any Subordinated Debt, except: (i) scheduled and other mandatory payments of interest and principal in respect of Subordinated Debt; and (ii) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company or such Restricted Subsidiary may make any payment or other distribution if after giving effect thereto the Consolidated Net Leverage Ratio on a Pro Forma Basis would not be greater than 2.75 0.5x less than the then applicable Consolidated Leverage Ratio pursuant to 1.00Section 7.11; (c) provided that no payment shall be made in respect of Subordinated Debt that is prohibited by the subordination provisions applicable to such Subordinated Debt.

Restricted Payments; Certain Payments in Respect of Indebtedness. (a) Declare The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (i) Restricted Subsidiaries may declare and pay dividends make Restricted Payments ratably with respect to their Equity Interests, (ii) The Company or any Restricted Subsidiary may declare and pay dividends to holders of any class or series of Disqualified Stock of the Company or such Restricted Subsidiary, as applicable, issued or incurred in compliance with Section 7.02 to the extent such dividends are included as Cash Interest Expense in any calculation of the Consolidated Interest Coverage Ratio;[reserved], (iii) if [reserved], (iv) [reserved], (v) the Borrower may make Restricted Payments in the ordinary course of business pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, officers or employees of the Borrower and its Restricted Subsidiaries, (vi) [reserved], (vii) [reserved], (viii) so long as no Default or Event of Default has occurred and is continuing or would occur result therefrom, any Restricted Payment made in connection with the settlement of the Existing Convertible Notes made (x) in cash with the proceeds of Delayed Draw Term Loans, (y) with shares of Common Stock (and cash in lieu of any fractional share) or (z) with internally generated cash, (ix) [reserved], (x) the Borrower may settle warrants that constitute a Permitted Call Spread Hedging Agreement related to the Existing Convertible Notes (a) by delivery of shares of the Borrower’s common stock upon settlement thereof and cash payments in lieu of fractional shares, or (b) by (x) set-off against the call option purchased in connection with the same Permitted Call Spread Hedging Agreement; or (y) payment of an early termination amount thereof upon any early termination thereof in common stock and cash payments in lieu of fractional shares or, in the case of a nationalization, insolvency, tender offer, merger event or other extraordinary event (as a result thereofof which holders of the Borrower’s common stock are entitled to receive cash or other consideration (other than the Borrower’s common stock) for their shares of the Borrower’s common stock) or similar transaction with respect to the Borrower or the common stock of the Borrower, the Company may declare and make any Restricted Payment if after giving effect to such Restricted Payment the Consolidated Net Leverage Ratio on a Pro Forma Basis would not be greater than 2.75 to 1.00;cash and/or other property, (ivxi) if [reserved], (xii) [reserved], (xiii) [reserved], and (xiv) so long as no Default or Event of Default has occurred and is continuing or would occur as a result thereoftherefrom, the Company Borrower may declare and (a) purchase or pay dividends with respect to cash in lieu of fractional shares of its Equity Interests arising out of stock dividends, splits, or business combinations or in any fiscal year connection with issuance of Qualified Equity Interests of the Borrower pursuant to mergers, consolidations or other acquisitions permitted by this Agreement, (b) pay cash in an aggregate amount not to exceed $50,000,000lieu of fractional shares upon the exercise of warrants, options or other securities convertible into or exercisable for Qualified Equity Interests of the Borrower, and (c) make payments in each case, if after giving effect to each such Restricted Payment, the Company and its Restricted Subsidiaries would be in Pro Forma Compliance connection with the then applicable Consolidated Net Leverage Ratio pursuant retention of Qualified Equity Interests in payment of withholding taxes in connection with equity-based compensation plans to Section 7.11; andthe extent that net share settlement arrangements are deemed to be repurchases. (b) Make or agree to makeThe Borrower will not, and will not permit any Restricted Subsidiary to, make directly or indirectly, any payment voluntary prepayment or other voluntary distribution (whether in cash, securities or other property) of or in respect of the principal of any unsecured or interest on any Subordinated Debt subordinated Indebtedness of the Borrower or any payment of its Restricted Subsidiaries (other than trade Indebtedness, Indebtedness incurred in the ordinary course of business and Intercompany Indebtedness) or Indebtedness secured by Liens on the Collateral ranking junior to the Liens securing the Secured Obligations, in each case in a principal amount in excess of $1,000,000 (collectively, “Junior Debt”), or any voluntary prepayment or other voluntary distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the voluntary purchase, redemption, retirement, defeasance, cancellation or termination of principal of any Subordinated DebtJunior Debt (each, a “Junior Debt Prepayment”), except: (i) scheduled and other mandatory payments of interest and principal in respect of Subordinated any Junior Debt; and, (ii) if so long as no Default or Event of Default has occurred and is continuing or would occur as a result thereoftherefrom, the Company conversion of any Junior Debt to Qualified Equity Interests of the Borrower and the payment of cash in lieu of fractional shares in connection therewith, (iii) so long as no Default or such Event of Default has occurred and is continuing or would result therefrom, refinancings and replacements of Junior Debt with proceeds of Indebtedness permitted to be incurred under Section 6.01 or with Net Proceeds of Qualified Equity Interests of the Borrower (to the extent not otherwise applied), and (iv) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, other Junior Debt Prepayments in an aggregate amount not to exceed $1,000,000. Notwithstanding anything herein to the contrary, the foregoing provisions of Section 6.06 will not prohibit the payment of any Restricted Subsidiary may make Payment requiring irrevocable notice in advance thereof or the consummation of any payment irrevocable redemption, purchase, defeasance, distribution or other distribution irrevocable payment within 60 days after the date of declaration thereof or the giving of such irrevocable notice, as applicable, if at the date of the giving of such notice such payment would have complied with the provisions of this Agreement, provided that, at the time thereof and immediately after giving effect thereto thereto, no Event of Default under Section 7.01(a), (b), (d) (solely with respect to a breach of Section 5.12 or pursuant to sub-clauses (ii) or (iii) of such clause (d)), (h) or (i) shall have occurred and be continuing. For purposes of determining compliance with each of clause (a) and clause (b) of this Section 6.06, respectively, if any Junior Debt Prepayment or Restricted Payment (in each case, including a portion thereof), as applicable, would be permitted pursuant to one or more provisions described in clause (a) or clause (b) above, as applicable, the Consolidated Net Leverage Ratio on a Pro Forma Basis would not be greater than 2.75 to 1.00; Borrower may divide and classify, and subsequently re-divide and/or reclassify, such Junior Debt Prepayment or Restricted Payment, as applicable in any manner that complies with clause (ca) provided that no payment shall be made in respect or clause (b), respectively, of Subordinated Debt that is prohibited by the subordination provisions applicable to such Subordinated Debtthis covenant.

Restricted Payments; Certain Payments in Respect of Indebtedness. (a) Declare The Company will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: that (i) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, capital stock and (ii) The Company or any Restricted Subsidiary may declare and pay dividends to holders of any class or series of Disqualified Stock of the Company or such Restricted Subsidiary, as applicable, issued or incurred in compliance with Section 7.02 to the extent such dividends are included as Cash Interest Expense in any calculation of the Consolidated Interest Coverage Ratio; (iii) if no Default or Event of Default has occurred and is continuing or would occur as a result thereof, the Company may declare and make any Restricted Payment if that, taken together with all other Restricted Payments made after giving effect to such Restricted Payment the date hereof, would not exceed (A) the sum of $5,000,000 and 50% of Consolidated Net Leverage Ratio on a Pro Forma Basis would not be greater than 2.75 to 1.00; (iv) if no Event Income of Default has occurred and is continuing or would occur as a result thereof, the Company may declare for the period (treated as one accounting period) commencing January 1, 2000, and pay dividends with respect to its Equity Interests in any ending at the most recent fiscal year in an aggregate quarter end for which financial statements shall have been delivered under Section 5.01(a) or (b), minus (B) the amount not to exceed $50,000,000, in each case, if of investments made after giving effect to each such Restricted Payment, the Company and its Restricted Subsidiaries would be in Pro Forma Compliance with the then applicable Consolidated Net Leverage Ratio date hereof pursuant to Section 7.11; and6.04(q). (b) Make The Company will not, and will not permit any Restricted Subsidiary to, make or agree to make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of the principal of or interest on any Subordinated Debt Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, cancellation cancelation or termination of any Subordinated DebtIndebtedness, except: (i) except scheduled and other mandatory payments of interest and principal in respect of Subordinated DebtIndebtedness; and (ii) if no Event of Default has occurred and is continuing or would occur as a result thereof, the Company or such Restricted Subsidiary may make any payment or other distribution if after giving effect thereto the Consolidated Net Leverage Ratio on a Pro Forma Basis would not be greater than 2.75 to 1.00; (c) provided PROVIDED that no payment shall be made in respect of Subordinated Debt Indebtedness that is prohibited by the subordination provisions applicable to such Subordinated DebtIndebtedness.