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

Restricted Payments; Certain Payments of Indebtedness. (i) The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (A) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Stock) of the Borrower, (B) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (C) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a). (ii) The Borrower will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii), or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (A) payments of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, other than payments in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof; (B) refinancings of Specified Indebtedness with the proceeds of other Indebtedness permitted under Section 7.03(a);

Restricted Payments; Certain Payments of Indebtedness. (ia) The Neither Holdings nor the Borrower will, nor will not, and will not they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur enter into any obligation (contingent or otherwise) transaction the economic effect of which is substantially similar to do soany Restricted Payment, except that (Ai) Holdings and the Borrower may declare and pay dividends with respect to its Equity Interests their capital stock payable solely in additional Equity Interests shares of their respective common stock, (ii) Restricted Subsidiaries (other than Disqualified Stock) of the Borrower, (B) any Restricted Subsidiary may declare and pay dividends or make other distributions ratably with respect to its Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries)their capital stock, (Ciii) the Borrower Holdings may make Restricted Payments, not exceeding $5,000,000 3,000,000 during any fiscal year of the Borroweryear, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower Holdings and the Restricted Subsidiaries Subsidiaries; (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (Fiv) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (orz) immediately upon receipt thereof, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as Holdings shall apply all of the date proceeds of such dividend to repay in full the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower Structured Note Bridge Indebtedness then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)outstanding. (iib) The Neither Holdings nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any voluntary payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any High Yield Notes, any Qualifying Holdings Debt or any Qualifying Borrower Indebtedness permitted by Section 7.03(a)(xii(collectively "Specified Indebtedness"), or any voluntary payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified IndebtednessIndebtedness (or enter into any transaction the economic effect of which is substantially similar to any of the foregoing), except: (A) , provided no Default has occurred and is continuing or would result therefrom, payments of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, Indebtedness other than payments in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof; (B) refinancings of Specified Indebtedness with the proceeds of other Indebtedness permitted under Section 7.03(a);Qualifying Borrower Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower will not, and nor will not the Borrower permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, or incur any obligation except: (contingent or otherwisei) to do so, except that (A) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Stock) of the Borrower, (B) any Restricted Subsidiary may declare and pay dividends make a Restricted Payment to the Borrower or make other distributions with respect to its Equity Interest, or make any other Restricted Payments in respect Subsidiary of the Borrower (so long as, if the Restricted Subsidiary making the Restricted Payment is not wholly owned (directly or indirectly) by the Borrower, such Restricted Payment is made ratably among the holders of its Equity Interests, in each case ratably to the holders of such Equity Interests ) and (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (CB) the Borrower may make a Restricted PaymentsPayment to a Holding Company and any Holding Company may make a Restricted Payment to another Holding Company so long as such Restricted Payment is promptly thereafter contributed to the Borrower or another Loan Party that is not Holdings; provided that, not exceeding $5,000,000 during any fiscal year for the avoidance of the Borrowerdoubt, a Restricted Payment shall only be permitted pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (Dthis Section 6.06(a)(i)(B) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such subsequent contribution does not increase availability or capacity to make Restricted Payments under any provision of this Section 6.06. (ii) Restricted Payments payable solely in shares of Qualified Equity Interests represent (so long as, in the case of this clause (ii), if the Restricted Subsidiary making the Restricted Payment is not wholly owned (directly or indirectly) by the Borrower, such Restricted Payment is made ratably among the holders of its Equity Interests); (iii) Restricted Payments in connection with the acquisition of additional Equity Interests in any Holding Company (other than Holdings) or Restricted Subsidiary from minority shareholders; (iv) repurchases of Equity Interests deemed to occur upon the cashless exercise of stock options when such Equity Interests represents a portion of the exercise price thereof; (v) Restricted Payments to allow any Parent Entity (or, after an IPO, the Public Company), any Holding Company, the Borrower or any Restricted Subsidiary to purchase a Holding Company’s or any Parent Entity’s (or, after an IPO, the Public Company’s) Equity Interests from present or former consultants, directors, manager, officers or employees of any Parent Entity (or, after an IPO, the Public Company), any Holding Company, the Borrower or any Restricted Subsidiary, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock optionsoption plan or any other employee, deferred management, director or manager benefit plan or any agreement (including any stock units subscription or restricted shares shareholder agreement) with any employee, director, manager, officer or consultant of any Parent Entity (or, after an IPO, the Public Company), any Holding Company, the Borrower or any Restricted Subsidiary, provided that the aggregate amount of payments under this clause (v) subsequent to the Closing Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased (which amounts, to the extent that such cash proceeds from the issuance of any such stock are utilized to make payments pursuant to this clause in excess of the amounts otherwise permitted hereunder, are Not Otherwise Applied)) per fiscal year shall not exceed the greater of (x) $7,500,000 and (y) 7.5% of LTM EBITDA (provided that, after the occurrence of an IPO, such amount shall be of the greater of $15,000,000 and 15% of LTM EBITDA) calculated on a Pro Forma Basis as of the Applicable Date of Determination (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year), plus the amount of any key-man life insurance policies; provided that the cancellation of Indebtedness owing to Holdings or any of the Subsidiaries (and not involving a cash advance made by Holdings or any of the Subsidiaries) in connection with a repurchase of any such Equity Interests and the redemption or cancellation of such Equity Interests without cash payment will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement; (vi) Restricted Payments pursuant to Intercompany License Agreements; (vii) Restricted Payments (i) to consummate the Transactions (including, but not limited to, the Closing Date Distribution); it being understood that any such Restricted Payments shall be made substantially concurrently with the Closing Date, (ii) in respect of working capital adjustments or purchase price adjustments pursuant to the Recapitalization Agreement, any Permitted Acquisition or other permitted Investments (other than pursuant to Section 6.04(aa)), (iii) to satisfy indemnity and other similar obligations under the Recapitalization Agreement, Permitted Acquisitions or other permitted Investments, and (iv) to dissenting stockholders in connection with, or as a result of, their exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto (including any accrued interest), in each case of this clause (vii), with respect to Investments permitted hereunder; (viii) Restricted Payments necessary to consummate transactions permitted pursuant to Section 6.03 and to make Investments permitted pursuant to Section 6.04 (other than pursuant to Section 6.04(aa)); (ix) forgiveness or cancellation of any Indebtedness owed to any Holding Company or any Restricted Subsidiary (and not involving a cash advance made by any Holding Company or any Restricted Subsidiary) issued for repurchases of any Equity Interests of a Parent Entity (or, after an IPO, the Public Company’s), Holdings, a Holding Company or the Borrower; (i) additional Restricted Payments; provided that (a) no Event of Default has occurred and is continuing or would result therefrom and (b) the Total Net Leverage Ratio after giving effect thereto on a Pro Forma Basis as of the Applicable Date of Determination is less than or equal to 6.25 to 1.00 and (ii) additional Restricted Payments in an amount not in excess of the Available Excluded Contribution Amount so long as no Event of Default has occurred and is continuing or would result from the making of such Restricted Payment; (xi) distributions or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets or Receivables Assets and purchases of Securitization Assets or Receivables Assets pursuant to Securitization Repurchase Obligations, in each case in connection with a Qualified Securitization Financing or a Receivables Facility; (xii) Restricted Payments the withholding proceeds of a portion which shall be used to pay customary costs, fees and expenses related to any unsuccessful equity or debt offering permitted by this Agreement; (xiii) Restricted Payments to (a) pay cash in lieu of the fractional Equity Interests granted in connection with any dividend, split or awarded combination thereof or any Acquisition, Investment or other transaction otherwise permitted hereunder, and (b) honor any conversion request by a holder of convertible Indebtedness (to a director the extent such conversion request is paid solely in shares of Qualified Equity Interests of Holdings (or an employee to pay for the taxes payable by such director or employee upon such grant or award, (Eany Parent Entity)) the Borrower may and make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities any such conversion and may make payments on convertible into or exchangeable for shares of common stock Indebtedness in the Borrower, accordance with its terms; (Fxiv) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed (A) the greater of (x) $80,000,000 25,000,000 and (y) 25.0% of LTM EBITDA calculated on a Pro Forma Basis as of the Applicable Date of Determination (less any amounts reallocated to Section 6.04(q)(B) or Section 6.06(b)(vi)(A)) plus (B) the Available Amount; provided, however, that at the time of making such Restricted Payment pursuant to this clause (B), no Event of Default pursuant to Sections 7.01(a), (b), (h) or (i) has occurred and is continuing or would result therefrom; (xv) Restricted Payments to the extent that such Restricted Payments are made with (A) any capital contributions made in cash by any fiscal year Person other than a Restricted Subsidiary to Holdings after the Closing Date (other than any Cure Amount) to the extent Not Otherwise Applied; and (B) any Net Proceeds of any issuance of Qualified Equity Interests after the Closing Date of Holdings (other than any Cure Amount) to any Person other than a Restricted Subsidiary to the extent Not Otherwise Applied, and to the extent, in respect each case, such contributions and Net Proceeds have been contributed to the Qualified Equity Interests of dividends the Borrower or any other Loan Party (other than Holdings); (xvi) Restricted Payments at such times and in such amounts as shall be necessary to permit any Parent Entity and any Holding Company to discharge their respective general corporate and overhead or other expenses (including franchise and similar taxes required to maintain its corporate existence, customary salary, bonus and other benefits payable to officers and employees of any Holding Companies or any Parent Entity and directors fees and director and officer indemnification obligations) incurred in the ordinary course of business; (xvii) Restricted Payments to Holding Companies and any Parent Entities at such times and in such amounts as are necessary to make Permitted Investor Payments; (xviii) Restricted Payments made (i) in connection with reorganizations and other activities related to tax planning and reorganization; provided that, in the good-faith judgment of the Borrowers and Administrative Agent, after giving effect to any such reorganizations and activities, there is no material adverse impact on the Borrower’s common stockvalue of the (A) Collateral granted to the Collateral Agent for the benefit of the Secured Parties or (B) Guarantees of the Obligations pursuant to the Guaranty, (Gii) so long as in connection with, and reasonably related to, the consummation of an IPO, or (iii) to pay costs and expenses related to an IPO (whether or not such IPO is in fact consummated) and, after the consummation of an IPO, Public Company Costs; (xix) after an IPO, cash Restricted Payments to equity holders of the Public Company in an aggregate amount per annum not exceeding the sum of (x) 7.0% of Market Capitalization plus (y) 6.0% of the Net Cash Proceeds received by the Loan Parties from such IPO to the extent Not Otherwise Applied; provided that no Event of Default has occurred and is continuing as or would result therefrom; (xx) the making of any Restricted Payment within sixty (60) days after the date of declaration thereof, if at the date of such dividend declaration such Restricted Payment would have complied with another provision of this Section 6.06(a); provided that the making of such declaration will reduce capacity for Restricted Payments pursuant to such other provision when such declaration is declared made; (or, in xxi) for so long as the case Borrower is a member of a consolidated, combined, or similar group for U.S. federal, state, or local income tax purposes of which Holdings (or any Parent Entity) is the parent (or is an entity disregarded as separate from a member of any such group), Restricted Payment that is necessary Payments to Holdings to pay (or advisable to make Restricted Payments to any such Parent Entity to pay) tax liabilities (as determined by to the extent such tax liabilities are attributable to the Borrower in good faithand its Restricted Subsidiaries and, to the extent of amounts actually received from its Unrestricted Subsidiaries, its Unrestricted Subsidiaries) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and amount of any U.S. federal, state and/or local income taxes that the Borrower, its Restricted Subsidiaries and/or its Unrestricted Subsidiaries, as applicable, would have paid for such taxable period had the Borrower, its Restricted Subsidiaries and/or its Unrestricted Subsidiaries, as applicable, been a stand-alone corporate taxpayer or a stand-alone corporate group; and (Hxxii) the distribution, by dividend or otherwise, of Equity Interests of or Indebtedness owed to Holdings, the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable Subsidiary by Unrestricted Subsidiaries (as determined by other than Unrestricted Subsidiaries, the Borrower in good faith) for the consummation primary assets of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition which are entered into) cash and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(aCash Equivalents). (iib) The Borrower will not, and nor will not the Borrower permit any Restricted Subsidiary to, make any voluntary or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii), or any optional payment or other distribution (whether in cash, securities or other property), of or in respect of principal or interest (including any sinking fund or similar deposit, on account by way of the optional or voluntary purchase, redemption, retirement, acquisition, cancellation or termination termination, in each case prior to the final scheduled maturity thereof) of any other Specified Indebtedness, Indebtedness that is by its terms subordinated in right of payment to all or any portion of the Obligations except: (Ai) payments payment of regularly scheduled interest and principal payments as (and fees, indemnities and expenses payable) as, and when due in respect of any Specified Indebtedness, other than payments such Indebtedness to the extent not prohibited by any subordination or intercreditor provisions in respect thereof; (ii) a Permitted Refinancing of any Subordinated such Indebtedness prohibited to the extent such Permitted Refinancing is permitted by the subordination provisions thereof; Section 6.01; (Biii) refinancings payments of Specified Indebtedness with the proceeds of other intercompany Indebtedness permitted under Section 7.03(a6.01 to the extent not prohibited by any subordination provisions in respect thereof; (iv) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into, or for, Equity Interests (other than Disqualified Equity Interests, except to the extent permitted under Section 6.01(y)) of any Parent Entity or Holdings; (v) AHYDO Catch-Up Payments relating to Indebtedness of the Borrower and the Restricted Subsidiaries so long as no Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing; (vi) any such payments or other distributions in an amount not to exceed (A) the greater of (x) $25,000,000 and (y) 25.0% of LTM EBITDA calculated on a Pro Forma Basis as of the Applicable Date of Determination (plus unused amounts under Section 6.06(a)(xiv)(A) reallocated to this clause (vi)(A), but less any amounts reallocated from this clause (vi)(A) to Section 6.04(q)(B)) plus (B) the Available Amount; provided, however, that in the case of payments or distributions made pursuant to this clause (vi)(B), at the time of making such payment or distribution, no Event of Default pursuant to Section 7.01(a), (b), (h) or (i) has occurred and is continuing or would result therefrom; (vii) payments or distributions made with (A) any capital contributions made in cash by any Person other than a Restricted Subsidiary to Holdings after the Closing Date (other than any Cure Amount) to the extent Not Otherwise Applied; and (B) any Net Proceeds of any issuance of Qualified Equity Interests after the Closing Date of Holdings (other than any Cure Amount) to any Person other than a Restricted Subsidiary to the extent Not Otherwise Applied, and to the extent, in each case, such Net Proceeds and contributions have been contributed to the Qualified Equity Interests of the Borrower or any other Loan Party (other than Holdings); (viii) the payment, redemption, repurchase, retirement, termination or cancellation of Indebtedness within sixty (60) days of the date of the Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (the “Redemption Notice”), such payment, redemption, repurchase, retirement termination or cancellation would have complied with another provision of this Section 6.06(b); provided that such payment, redemption, repurchase, retirement termination or cancellation shall reduce capacity under such other provision; and (ix) (i) any Holding Company or any Restricted Subsidiary may make additional payments and distributions; provided that the Total Net Leverage Ratio after giving effect thereto on a Pro Forma Basis as of the Applicable Date of Determination is less than or equal to 6.25 to 1.00 and (ii) any Holding Company or any Restricted Subsidiary may make additional payments and distributions in an amount not to exceed the Available Excluded Contribution Amount so long as no Event of Default has occurred and is continuing or would result from the making of such payment or distribution.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Parent Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (Ai) the Parent Borrower may declare and pay dividends with respect to its Equity Interests common or preferred stock payable solely in additional Equity Interests (other than Disqualified Stock) shares of the Borrowerits common or preferred stock, respectively, (Bii) any Restricted Subsidiary Subsidiaries may declare and pay dividends or make other distributions ratably with respect to its Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries)their capital stock, (Ciii) the Parent Borrower may make Restricted Payments, not exceeding $5,000,000 1,000,000 during any fiscal year of the Borroweryear, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Parent Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only)Subsidiaries, (Div) the Parent Borrower may repurchase Equity Interests capital stock of the Parent Borrower owned by former employees of the Parent Borrower and the Subsidiaries or their assigns, estates and heirs, at a price not in excess of fair market value determined in good faith by the Board of Directors of the Parent Borrower, in an aggregate amount during any fiscal year of the Parent Borrower not in excess of the sum of (iA) $1,000,000 plus (B) the Net Proceeds received by the Parent Borrower during such fiscal year from the issuance of its capital stock to employees of the Parent Borrower and the Subsidiaries, (v) the Parent Borrower may repurchase shares of its capital stock from stockholders who were stockholders of the Parent Borrower immediately prior to the Recapitalization, at a price not in excess of fair market value determined in good faith by the Board of Directors of the Parent Borrower, in an aggregate amount not in excess of $1,000,000 during any fiscal year of the Parent Borrower, (vi) upon the exercise occurrence of stock optionsan IPO (as defined in the Restated Certificate of Incorporation as in effect on the Effective Date), deferred stock units and restricted shares to the extent such Equity Interests represent Parent Borrower may (A) redeem all or a portion of the exercise Series A-1 Preferred Stock in accordance with Section 3B of the Restated Certificate of Incorporation as in effect on the Effective Date for an aggregate redemption price not in excess of the Net Proceeds received by the Parent Borrower from such stock options, deferred stock units IPO (as defined in the Restated Certificate of Incorporation as in effect on the Effective Date) or restricted shares and (iiB) in connection with the withholding of convert all or a portion of the Equity Interests granted or awarded Preferred Stock into common stock of the Parent Borrower in accordance with Section 3C of the Restated Certificate of Incorporation as in effect on the 83 Effective Date, (vii) to a director or an employee to pay the extent permitted by Section 6.01(a)(x), the Parent Borrower may exchange, in accordance with Section 4 of Article II of the Restated Certificate of Incorporation as in effect on the Effective Date, the Series A-1 Preferred Stock for the taxes payable by such director or employee upon such grant or award, Junior Subordinated Exchange Notes and (Eviii) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable any warrants for shares of common stock of the Parent Borrower issued pursuant to the Warrant Agreement (as defined in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered intoSubordinated Note Purchase Agreement), the Parent Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to accept any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined warrants surrendered by the Borrower in good faith) holder thereof as partial payment for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements aggregate exercise price for all such Limited Condition Acquisition are entered into) and (2) after giving effect to warrants being exercised by such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)holder in connection with such surrender. (iib) The Parent Borrower will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation or termination of any other Specified Indebtedness, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment in full of the Subordinated Bridge Debt and all other amounts due under the Subordinated Note Purchase Agreement and the other Subordinated Debt Documents relating to the Subordinated Bridge Debt upon the issuance and from the Net Proceeds of (A) payments the Subordinated Refinancing Debt or (B) Equity Interests of the Parent Borrower issued after the Effective Date, or capital contributions to the Parent Borrower after the Effective Date, other than the Equity Financing and any such issuance of Equity Interests to, or receipt of such capital contributions from, any Subsidiary; (iii) payment of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, other than (A) payments in respect of any the Subordinated Indebtedness Debt or the Junior Subordinated Exchange Notes prohibited by the subordination provisions thereof; thereof and (B) any other payment in respect of the Junior Subordinated Exchange Notes, except for regularly scheduled interest payments in the form of additional Junior Subordinated Exchange Notes as provided in clause (i) of the last sentence of Section 2(a) of the form of Junior Subordinated Exchange Notes annexed to the Restated Certificate of Incorporation as in effect on the Effective Date; (iv) refinancings of Specified Indebtedness with to the proceeds extent permitted by Section 6.01; and (v) payment of other secured Indebtedness permitted under Section 7.03(a);that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower will not, and will Parent shall not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that: (i) Parent may pay for the repurchase, redemption, retirement or incur other acquisition or retirement for value of Capital Stock of Parent held by any obligation Permitted Payee: (contingent A) [reserved]; (B) with the proceeds of any sale or otherwiseissuance of, or of any capital contribution in respect of, the Capital Stock of Parent; plus (C) with the proceeds of any key-man life insurance policies; plus (D) with the amount of any Cash bonuses otherwise payable to do soany Permitted Payee that are foregone in exchange for the receipt of Capital Stock of Parent pursuant to any compensation, except that arrangement including any deferred compensation plan; (ii) Parent may make Restricted Payments in an amount not to exceed (A) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Stock) portion, if any, of the Borrower, Available Amount on such date that Parent elects to apply to this clause (ii)(A) plus (B) any Restricted Subsidiary the portion, if any, of the Available Excluded Contribution Amount on such date that Parent elects to apply to this clause (ii)(B) (plus, without duplication of amounts referred to in this clause (B), in an amount equal to the Net Proceeds from a Disposition of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Available Excluded Contribution Amounts); (iii) [reserved]; (iv) Parent may declare and pay dividends repurchase, redeem, acquire or retire Capital Stock upon (or make other distributions with respect to its Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (C) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans provisions for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) withholdings in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (Ewith) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares Capital Stock if such Capital Stock represents all or a portion of common stock the exercise price of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (v) Parent may make Restricted Payments the proceeds of which are applied on the Closing Date, solely to effect the consummation of the Transactions; (vi) Parent may make Restricted Payments with respect to any Capital Stock in an amount in any given Fiscal Year not to exceed (A) the Borrowergreater of (x) $75,000,000 and (y) an amount equal to 6% of the Market Capitalization of Parent at the time of declaration thereof minus (B) any utilization of the Available RP Capacity Amount in reliance on unused capacity under immediately preceding clause (A); (vii) Parent may make Restricted Payments to (i) redeem, repurchase, defease, discharge, retire or otherwise acquire any Capital Stock (F“Treasury Capital Stock”) so long as no Default has occurred of Parent and/or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent sale (other than to Parent and/or any Restricted Subsidiary) of, Qualified Capital Stock of Parent in respect of Qualified Capital Stock (“Refunding Capital Stock”) and is continuing, the Borrower may (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale or issuance (other than to Parent or a Restricted Subsidiary) of any Refunding Capital Stock; (viii) to the extent constituting a Restricted Payment, Parent may consummate any transaction permitted by Section 6.06 (other than Section 6.06(j)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section 6.09(d)); (ix) Parent may make additional Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (HA) the Borrower may make additional Restricted Payments; provided that at the time greater of $230,000,000 and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case 35% of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated Consolidated Adjusted EBITDA as of the last day of the fiscal quarter of the Borrower then most recently ended Test Period minus (B) any utilization of the Available RP Capacity Amount in reliance on unused capacity under immediately preceding clause (A); (x) Parent may pay any dividend or other distribution or consummate any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend, distribution or redemption contemplated by such declaration or redemption notice would have complied with the provisions of this Section 6.04(a); (xi) Parent may make any Restricted Payment constituting the distribution or payment of Receivables Fees; (xii) Parent may make additional Restricted Payments so long as, as measured at the time provided for in Section 1.04(e), (i) the Total Leverage Ratio would not exceed 4.00:1.00, calculated on a Pro Forma Basis and (ii) there shall exist no Specified Event of Default hereunder; (xiii) [reserved]; (xiv) For any taxable period for which financial statements have been delivered Parent and/or any of its Subsidiaries or joint ventures are members of a consolidated, combined or similar income tax group for U.S. federal and/or applicable state or local income tax purposes (a “Tax Group”), Parent and each of its Subsidiaries may make additional Restricted Payments the proceeds of which shall be used by the common parent of such Tax Group to pay the portion of any U.S. federal, state or local income Taxes of such Tax Group, or any franchise taxes imposed in lieu thereof, for such taxable period that are attributable to the income of Parent and/or its Subsidiaries and joint ventures (including pursuant to any Tax sharing agreement entered into by Parent and any of its Subsidiaries); (xv) [reserved]; (xvi) Parent may make a distribution, by dividend or otherwise, of the Capital Stock of, or debt owed to any Loan Party or any Restricted Subsidiary by, any Unrestricted Subsidiary (or a Restricted Subsidiary that owns one or more Unrestricted Subsidiaries, provided that such Restricted Subsidiary owns no other material assets other than Capital Stock of one or more Unrestricted Subsidiaries); provided that any such Capital Stock or debt that represents an Investment by Parent or any Restricted Subsidiary shall be deemed to continue to charge (as utilization) the respective clause under Section 7.01(a6.06 pursuant to which such Investment was made; (xvii) Parent may make payments and distributions to satisfy dissenters’ rights (including in connection with, or as a result of, the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) in respect thereof), pursuant to or in connection with any acquisition, merger, consolidation, amalgamation or Disposition that complies with Section 6.07 or any other transaction permitted hereunder; (xviii) Parent may make a Restricted Payment to holders of any class or series of Disqualified Capital Stock of Parent that is issued in accordance with Section 6.01; and (xix) Parent may make a Restricted Payment in respect of withholding or similar U.S. or non-U.S. Taxes with respect to any Permitted Payee’s compensation and/or any repurchases of Capital Stock in consideration of such payments, including deemed repurchases in connection with the exercise of stock options or the issuance of restricted stock units or similar stock-based awards. (iib) The Borrower will Parent shall not, and will not nor shall it permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether prepayment in cash, securities or other property) of Cash on or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii), or any payment or other distribution (whether in cash, securities or other property)Restricted Debt, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified IndebtednessRestricted Debt more than one year prior to the scheduled maturity date thereof (collectively, “Restricted Debt Payments”), except: (Ai) any refinancing, purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01; (ii) payments as part of, or to enable another Person to make, an “applicable high yield discount obligation” catch-up payment; (iii) payments of regularly scheduled principal and interest and principal payments of fees, expenses and indemnification obligations as and when due in respect of any Specified Indebtedness, (other than payments in with respect of any Subordinated to Junior Indebtedness that are prohibited by the subordination provisions thereof; ); (iv) additional Restricted Debt Payments in an aggregate amount not to exceed (A)(1) the greater of (x) $230,000,000 and (y) 35% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period minus (2) any utilization of the Available RDP Capacity Amount in reliance on unused capacity under the immediately preceding clause (A)(1) plus (B) refinancings of Specified Indebtedness the Available RP Capacity Amount; (A) Restricted Debt Payments in exchange for, or with the proceeds of any issuance of, Qualified Capital Stock of Parent and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of Parent or any Restricted Subsidiary (other Indebtedness than issuances to or contributions by Parent or any Restricted Subsidiaries), (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of Parent and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 7.03(a6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that Parent elects to apply to this clause (vi)(A) plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that Parent elects to apply to this clause (vi)(B) (plus, without duplication of amounts previously referred to in this clause (B);, in an amount equal to the Net Proceeds from a Disposition of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed solely with Available Excluded Contribution Amounts); and (vii) additional Restricted Debt Payments so long as, as measured at the time provided for in Section 1.04(e), (i) the Total Leverage Ratio would not exceed 4.00:1.00, calculated on a Pro Forma Basis and (ii) there shall exist no Specified Event of Default.

Restricted Payments; Certain Payments of Indebtedness. (i) The Neither Holdings nor the Borrower will notshall, and will not nor shall they permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that that: (Aa) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Stock) of the Borrower, (B) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity InterestInterests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) Holdings may declare and pay dividends with respect to its Equity Interests payable solely in shares of Qualified Equity Interests or Disqualified Equity Interests permitted hereunder; (or, if not ratably, on a basis more favorable to c) Holdings and the Borrower may, and the Restricted Subsidiaries), (C) the Borrower may make Restricted Payments to Holdings so that Holdings may, declare and make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, (A) pursuant to and in accordance with stock option plans or other benefit plans approved by the board of directors of Holdings for management directors, officers or employees of Holdings, the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (iiB) pursuant to and in accordance with stock option plans and other benefit plans in connection with the withholding Spin-Off as contemplated in the Effective Date Spin-Off Documents; provided, however, that in no event shall the aggregate amount of a portion such Restricted Payments under this clause (c), exceed $25,000,000 during any fiscal year, with 50% of any unused amount of such base amount from any fiscal year available for use in the next succeeding fiscal year following the use of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable base amount permitted by this clause (c) in such director or employee upon such grant or award, succeeding fiscal year; (Ed) the Borrower Holdings may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower Holdings in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares Equity Interests in Holdings; (e) Holdings may repurchase Equity Interests upon the exercise of common stock options if such Equity Interests represent a portion of the exercise price of such stock options; (i) any payments made or expected to be made in the Borrowerrespect of withholding or similar taxes payable by any future, (F) so long as no Default has occurred and is continuingpresent or former directors, officers or employees of Holdings, the Borrower or any Restricted Subsidiary (ii) any non-cash repurchases or withholdings of Equity Interests in connection with the exercise of stock options, warrants or similar rights if such Equity Interests represent a portion of the exercise of, or withholding obligations with respect to, such options, warrants or similar rights (for the avoidance of doubt, it being understood that any required withholding or similar tax related thereto may be paid by Holdings, the Borrower or any Restricted Subsidiary in cash), and (iii) loans or advances to officers, directors and employees of Holdings, the Borrower or any Restricted Subsidiary in connection with such Person’s purchase of Equity Interests of Holdings, provided that no cash is actually advanced pursuant to this clause (iii) other than to pay taxes due in connection with such purchase, unless immediately repaid; (g) Holdings may declare and make Restricted Payments annual ordinary dividends in an aggregate amount not to exceed $80,000,000 the following amounts for each period as set forth below: Time Period Amount Initial Funding Date to Dec 31, 2017 $ 37,500,000 Jan 1, 2018 – Dec 31, 2018 $ 37,500,000 Jan 1, 2019 – Dec 31, 2019 $ 50,000,000 Jan 1, 2020 – Dec 31, 2020 $ 50,000,000 Jan 1, 2021 – Maturity Date $ 75,000,000 with 50% of any unused amount of such base amount from any such time period available for use in the next succeeding time period following the use of the base amount permitted by this clause (g) in such succeeding time period; (h) concurrently with any fiscal year in respect issuance of dividends on Qualified Equity Interests, Holdings may redeem, purchase or retire any Equity Interests of Holdings using proceeds of, or convert or exchange any Equity Interests of the Borrower’s common stockBorrower for, such Qualified Equity Interests; (Gi) so long as Holdings may declare and pay the Initial Funding Date Distribution (without duplication of Restricted Payments made pursuant to clause (g) of this Section 6.08); provided that immediately after giving effect thereto no Event of Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom therefrom; and (or, j) Holdings may make Restricted Payments described in the case Effective Date Spin-Off Documents (without duplication of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered Payments made pursuant to clause (i) of this Section 7.01(a6.08). (ii) The Borrower will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii), or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (A) payments of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, other than payments in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof; (B) refinancings of Specified Indebtedness with the proceeds of other Indebtedness permitted under Section 7.03(a);

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation except (contingent or otherwisesubject to clause (d) to do so, except that of this Section): (Ai) Subsidiaries of the Borrower may declare and pay dividends with respect to its Equity Interests payable solely ratably (or in additional Equity Interests (other than Disqualified Stock) of the Borrower, (B) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis manner more favorable to the Borrower and the Restricted or Subsidiaries), ) with respect to their capital stock; (Cii) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, Payments pursuant to and in accordance with stock option plans or other benefit plans for management and employees (including former employees) of the Borrower and its Subsidiaries; provided that the amount thereof does not exceed $2,000,000 in any Fiscal Year plus the amount transferred to the Borrower of Net Proceeds from any Equity Issuance of Holdings during such Fiscal Year to directors, officers or employees in connection with employee stock option plans or other benefit plans for management and employees permitted hereunder; (iii) the Borrower may pay dividends to Holdings at any time in such amounts as may be necessary to permit Holdings to pay its expenses and liabilities incurred in the ordinary course and in compliance with Section 6.03(b) (other than payments in respect of Indebtedness or Restricted Payments) which are attributable or allocable to the operations of the Borrower and the Restricted Subsidiaries Subsidiaries; (with any unused amount available in the following fiscal year only), (Div) the Borrower may repurchase non-Cash repurchases of Equity Interests (i) deemed to occur upon the exercise of stock options, deferred stock units and restricted shares to the extent options if such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and ; and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (Ev) the Borrower or any Subsidiary may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments to Holdings in an aggregate amount not amounts required for Holdings to exceed $80,000,000 in any fiscal year in respect of dividends pay federal, state and local income Taxes imposed directly on Holdings to the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as extent such Taxes are attributable to the income of the date such dividend is declared Borrower and its Subsidiaries (orincluding, in without limitation, by virtue of Holdings being the case common parent of a Restricted Payment consolidated or combined tax group of which the Borrower and/or its Subsidiaries are members); provided, however, that is necessary the amount of any such dividends or advisable distributions (as determined plus any Taxes payable directly by the Borrower in good faithand its Subsidiaries) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount shall not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided amount of such Taxes that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall would have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined been payable directly by the Borrower in good faith) for and/or its Subsidiaries had the consummation Borrower been the common parent of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of separate tax group that included only the Borrower then most recently ended and its Subsidiaries and in amounts equal to the amounts required for which financial statements have been delivered pursuant Holdings to Section 7.01(a)pay franchise taxes and other fees required to maintain its corporate existence. (iib) The Borrower will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cashCash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cashCash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified subordinated Indebtedness, except: (Ai) payments payment of regularly scheduled Indebtedness created under the Loan Documents; (ii) payment of fees and expenses and interest and principal payments as and when due in respect of any Specified IndebtednessIndebtedness permitted by Section 6.01, other than payments in respect of any Subordinated subordinated Indebtedness prohibited by the subordination provisions thereof; ; (Biii) refinancings of Specified Indebtedness to the extent permitted by Section 6.01; and (iv) any agreement to pay or make any such payment or other distribution in connection with a transaction that will result in the repayment in full of the Obligations. (c) The Borrower will not, and will not permit any Subsidiary to, furnish any funds to, make any Investment in, or provide other consideration to any other Person for purposes of enabling such Person to, or otherwise permit any such Person to, make any Restricted Payment or other payment, repurchase, repayment or distribution restricted by this Section that could not be made directly by the Borrower in accordance with the proceeds provisions of other Indebtedness permitted under Section 7.03(a);this Section.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation except: (contingent or otherwisei) to do so, except that (A) each of Holdings and the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Stock) of the Borrower, (B) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interest, Interests payable solely in additional shares of its Equity Interests (other than Disqualified Equity Interests not permitted by Section 6.01); (ii) Subsidiaries may declare and pay dividends or make other distributions ratably with respect to their Equity Interests (taking into account the relative preferences, if any, on the various classes of Equity Interests of such Subsidiary); (iii) the Borrower and its Subsidiaries may make Restricted Payments in respect to Holdings (and Holdings may make Restricted Payments to any direct or indirect parent thereof) the proceeds of which are used to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Borrower or any of its direct or indirect parents held by any future, present or former employee, officer, director, manager or consultant (or their respect permitted transferees, assigns, estates, heirs, spouses or former spouses) of the Borrower, any of its subsidiaries or any of its direct or indirect parents (or permitted transferees, assigns, estates or heirs of any of the foregoing); provided, that the aggregate Restricted Payments made under this clause (iii) do not exceed in any calendar year $5,000,000 (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $7,000,000 in any calendar year); provided, further, that such amount in any calendar year may be increased by an amount not to exceed, without duplication, (A) the cash proceeds from the sale of Equity Interests (other than Disqualified Equity Interests) of the Borrower and, to the extent contributed to the Borrower, Equity Interests of any of the Borrower’s direct or indirect parents, in each case ratably to members of management, officers, directors, managers, employees or consultants of the holders Borrower, any of such Equity Interests its subsidiaries or any of its direct or indirect parents that occurs after the Closing Date in connection with employee compensation and incentive arrangements, plus (or, if not ratably, on a basis more favorable to B) the cash proceeds of key man life insurance policies received by the Borrower and the Restricted Subsidiaries)Subsidiaries after the Closing Date; and provided, further, that cancellation of Indebtedness (Cor the repurchase of Equity Interests with the proceeds of the repayment of any such Indebtedness) owing to the Borrower may make Restricted Paymentsfrom members of management, not exceeding $5,000,000 during any fiscal year directors, managers or consultants of the Borrower, pursuant to and any of its direct or indirect parents or any Subsidiary in accordance connection with stock option plans or other benefit plans for management or employees a repurchase of Equity Interests of the Borrower and the or any of its direct or indirect parents shall not be deemed to constitute a Restricted Subsidiaries Payment for purposes of this Section 6.08 or any other provision of this Agreement (with any unused amount available in the following fiscal year only), (Div) the Borrower may repurchase noncash repurchases of Equity Interests (i) deemed to occur upon the exercise of stock options, deferred stock units and restricted shares to the extent options or warrants if such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units options or restricted shares and warrants; (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (Ev) the Borrower and its Subsidiaries may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments to Holdings (and Holdings may in turn make any such Restricted Payments to any of its direct or indirect parents) (A) in an aggregate amount (together with loans or advances made pursuant to Section 6.04(q)) not to exceed $80,000,000 1,000,000 in any fiscal year year, to the extent necessary to pay (or allow any direct or indirect parent of Holdings to pay) its general corporate and overhead expenses incurred by Holdings (or any direct or indirect parent thereof) in respect the ordinary course of dividends on business, plus the Borrower’s common stockamount of any reasonable and customary indemnification claims made by any director, officer or employees of Holdings (or any direct or indirect parent thereof), (GB) so long to pay franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence and (C) in an amount necessary to pay the Tax liabilities of Holdings (or any such direct or indirect parent) attributable to (or arising as no Default has occurred and is continuing as a result of) the operations of the date such dividend is declared (orBorrower and its Subsidiaries; provided, however, that in the case of a clause (C), the amount of such dividends shall not exceed the amount that the Borrower and its Subsidiaries would be required to pay in respect of Federal, state and local taxes and any other taxes were the Borrower and the Subsidiaries to pay such taxes as stand alone taxpayers; (vi) to the extent constituting Restricted Payments, Holdings, the Borrower and its Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 6.03 or 6.09; (vii) the Borrower and its Subsidiaries may make Restricted Payments to Holdings to finance any investment permitted to be made pursuant to Section 6.04; provided that (A) such Restricted Payment that is necessary shall be made substantially concurrently with the closing of such investment and (B) Holdings shall, immediately following the closing thereof, cause (i) all property acquired (whether assets or advisable (as determined by Equity Interests) to be contributed to the Borrower or its Subsidiaries or (ii) the merger (to the extent permitted in good faithSection 6.03) for the consummation of a Limited Condition Acquisition, no Default exists as of the date Person formed or acquired into the definitive acquisition agreements for Borrower or its Subsidiaries in order to consummate such Limited Condition Acquisition are entered into)Permitted Acquisition; and (viii) in addition to the foregoing Restricted Payments, Holdings and the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (HA) the Borrower may make additional Restricted Payments; provided that that, at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause is made, the Payment Conditions are satisfied or (H), (1B) no Default shall have occurred and be continuing or would result therefrom (or, in with the case proceeds of a Restricted Payment that is necessary or advisable (as determined any substantially contemporaneous issuance of Qualified Equity Interests by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and or any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter direct or indirect parent of the Borrower then most recently ended for which financial statements to the extent such proceeds shall have actually been delivered pursuant to Section 7.01(a)received by the Borrower. (iib) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Subordinated Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified IndebtednessSubordinated Indebtedness (collectively, “Restricted Debt Payments”), except: (Ai) payments payment of Indebtedness in connection with the Transactions, (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Specified Subordinated Indebtedness, other than payments in respect of any the Subordinated Indebtedness prohibited by the subordination provisions thereof; ; (Biii) refinancings or replacements of Specified Subordinated Indebtedness to the extent permitted by Section 6.01; (iv) payment of Subordinated Indebtedness in exchange for or with the proceeds of other any substantially contemporaneous issuance of Qualified Equity Interests or Indebtedness permitted under Section 7.03(a6.01(w) or any substantially contemporaneous capital contribution in respect of Qualified Equity Interests of Holdings; and (v) in addition to the foregoing Restricted Debt Payments, any Loan Party may make additional Restricted Debt Payments; provided that the Payment Conditions are satisfied (it being understood and agreed that, if an irrevocable notice or contractual obligation is given in, made or arises in respect of any Restricted Debt Payment, the Payment Conditions only need to be satisfied at the time of the giving of such irrevocable notice or entering into (or effectiveness of) any such contractual obligation);.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that except (Ai) the each Borrower may declare and pay dividends with respect to its Equity Interests common stock payable solely in additional Equity Interests shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (other than Disqualified Stockii) of the Borrower, (B) any Restricted Subsidiary Subsidiaries may declare and pay dividends or make other distributions ratably with respect to its Equity Interest, or make other Restricted Payments in respect of its their Equity Interests, in each case ratably to the holders of such Equity Interests , (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (C) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (Fiii) so long as there exists no Default has occurred and is continuingEvent of Default, (A) if, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction Revolving Loan incurred to fund such Restricted Payment, Availability is greater than $50,000,000 but less than or equal to $75,000,000 and the Fixed Charge Coverage Ratio (computed giving effect to such Restricted Payment on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the most recent fiscal quarter of the Borrower then most recently ended end or month end, as applicable, for which financial statements have been delivered pursuant to Section 7.01(a5.01) is at least 1.1:1.0, the Company may declare and pay cash dividends which, when aggregated with all cash dividends previously paid in the same fiscal year pursuant to this subsection (iii), do not exceed $.64 per common share per fiscal year (adjusted for any stock splits after the Effective Date); (B) if, after giving effect to such Restricted Payment and any Revolving Loan incurred to fund such Restricted Payment, Availability is greater than $75,000,000 but less than or equal to $125,000,000, the Company may declare and pay cash dividends which, when aggregated with all cash dividends previously paid in the same fiscal year pursuant to this subsection (iii), do not exceed $.70 per common share per fiscal year (adjusted for any stock splits after the Effective Date), and may make repurchases of a number of its common shares not in excess of the number of common shares issued by the Company through the exercise of employee stock options during such fiscal year; (C) if, after giving effect to such Restricted Payment and any Revolving Loan incurred to fund such Restricted Payment, Availability is greater than $125,000,000, the Company may declare and pay cash dividends and make repurchases of its common shares, which, when aggregated with all cash dividends and share repurchases previously made in the same fiscal year pursuant to this subsection (iii) do not exceed $75,000,000. This Section 6.08 shall not prohibit the payment of a Restricted Payment if such Restricted Payment was, at the time of declaration of such Restricted Payment, permitted by this Section 6.08. In addition to such other Reserves as the Administrative Agent may establish against the Borrowing Base, if Availability is at any time less than the Changeover Amount, the Administrative Agent may, in its Permitted Discretion, establish Reserves in the amount of any Restricted Payment declared but not yet paid pursuant to this Section 6.08. Any such Reserve shall remain in effect until Availability exceeds $75,000,000 or such earlier date as the Administrative Agent shall determine. (iib) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii), or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (A) payments of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, other than payments in respect of any Subordinated Indebtedness to the extent such payments are prohibited by the subordination provisions thereof; (B) refinancings of Specified Indebtedness with the proceeds of other Indebtedness , and provided that no such payment or distribution shall be permitted under Section 7.03(a);if at such time Availability is not greater than $75,000,000.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower Credit Parties will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (Ai) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Stock) of the Borrowerpermitted hereunder, (B) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (C) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock Equity Interests in the Borrower, (Fiii) so long as no Default has occurred and is continuing, the Borrower may make Restricted Payments, not exceeding (A) $1,000,000 in the aggregate for any Fiscal Year ending prior to the IPO and (B) $2,500,000 in the aggregate for any Fiscal Year ending after the IPO, pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, officers or employees of the Borrower and the Subsidiaries, (iv) any Subsidiary may declare and pay dividends or make Restricted Payments other distributions with respect to its capital stock, partnership or membership interests or other similar Equity Interests, ratably to the holders of such Equity Interests, (v) the Credit Parties may make payments of fees under the GI Management Agreement as in effect on the date hereof to GI Manager L.P. or its Affiliates (A) on the Closing Date in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect the aggregate amount of dividends on the Borrower’s common stock, (G) so long as no Default has occurred Revolving Commitments and is continuing the Term Loan Commitments as of the date such dividend is declared Closing Date multiplied by 0.75%, and (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faithB) for upon the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments an IPO in an aggregate amount not to exceed the Available Amount and (H) gross Cash proceeds received by the Borrower may make additional Restricted Paymentsfrom the IPO multiplied by 1.50%; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in payment made under this clause (Hv), (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom continuing, and (or, vi) repurchases of Equity Interests in the case Borrower or any Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as portion of the date the definitive acquisition agreements for exercise price of such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)options or warrants. (iib) The Borrower Credit Parties will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation, defeasance or termination of any other Specified Indebtedness, except: (Ai) payments of regularly or in respect of Indebtedness created under the Credit Documents; (ii) scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, and required prepayments of Indebtedness (other than payments in respect prepayments required as a result of any Subordinated Indebtedness prohibited an election made by the subordination provisions thereof; Borrower or any of the Subsidiaries); (Biii) refinancings of Specified Indebtedness to the extent permitted by Section 6.1; (iv) payments of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness in transactions permitted hereunder; and (v) payments of Indebtedness (or accreted value, if applicable) of the Borrower or any Subsidiary with Equity Interests (other than Disqualified Equity Interests) of the proceeds Borrower so long as such Equity Interests are issued in contemplation of other Indebtedness permitted under Section 7.03(a);such repayment.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower will not, and nor will not it permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation except: (contingent or otherwise) to do so, except that (Ai) the Borrower may declare and pay dividends with respect to its Equity Interests common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock; (ii) Subsidiaries may declare and pay distributions ratably with respect to their capital stock, membership or partnership interests or other similar Equity Interests; (iii) [reserved]; (iv) the Borrower and the Subsidiaries may (A) purchase or pay cash in lieu of fractional shares of its Equity Interests (other than Disqualified Stock) arising out of stock dividends, splits, or business combinations or in connection with issuance of Qualified Equity Interests of the BorrowerBorrower pursuant to mergers, consolidations or other acquisitions permitted by this Agreement, (B) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (C) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with upon the exercise of warrants, options or other securities convertible into or exchangeable exercisable for shares Qualified Equity Interests of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (HC) 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; (v) the Borrower may make additional Restricted Payments; Payments to the direct or indirect equity holders of the Borrower to the extent tax liabilities are attributable to the ownership or operations of the Borrower, its direct or indirect Subsidiaries and any Subsidiary, provided that at (A) the time amount of and immediately after giving effect to any such Restricted Payment referred Payments shall not exceed the tax liabilities that the Borrower and the direct or indirect Subsidiaries would be required to pay in this clause (H)respect of Federal, (1) no Default shall have occurred state and be continuing local taxes were the Borrower and the direct or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (indirect Subsidiaries to pay such Taxes as determined stand-alone taxpayers less any tax payable directly by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a). (ii) The Borrower will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii), or any payment direct or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (A) payments of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, other than payments in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof; (B) refinancings of Specified Indebtedness with the proceeds of other Indebtedness permitted under Section 7.03(a);indirect Subsidiary and

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower will notNo Loan Party shall, and will not nor shall any Loan Party permit any Restricted Subsidiary of its Subsidiaries or the LS&Co. Trust to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do soPayments, except that that, so long as no Default or Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (Ai) the U.S. Borrower may declare and pay dividends with respect to its Equity Interests and distributions payable solely only in additional Equity Interests (other than Disqualified Stock) of the U.S. Borrower, (Bii) any Restricted Subsidiary the U.S. Borrower may declare purchase Equity Interests from present or former employees, directors or other recipients (and pay dividends or make other distributions with respect to its Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders their beneficiaries) of such Equity Interests under the U.S. Borrower’s incentive compensation plans and agreements as provided under such plans and agreements for aggregate consideration not to exceed $35.0 million in any twelve (or12) Fiscal Month period, if (iii) Restricted Payments to a U.S. Loan Party, (iv) Restricted Payments by any Foreign Subsidiary to any Canadian Loan Party and (v) Restricted Payments by any Foreign Subsidiary (other than a Canadian Loan Party) to any Foreign Subsidiary; provided that (i) the requirements of this Section 6.08(a) shall not ratably, on a basis more favorable apply to any Restricted Payment when the Payment Conditions with respect thereto are satisfied and the Loan Parties shall have delivered to the Borrower Administrative Agent either a certificate of a Financial Officer (with reasonably detailed calculations) certifying satisfaction of the Payment Conditions or other evidence of the same reasonably satisfactory to the Administrative Agent and (ii) no Default or Event of Default shall be deemed to have occurred if the Payment Conditions with respect to any Restricted SubsidiariesPayment cease to be satisfied based solely on any Restricted Payments made when the Payment Conditions with respect thereto were satisfied. (b) No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries or the LS&Co. Trust to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (collectively, a “prepayment”) any Indebtedness, except (i) the prepayment of the Loans in accordance with the terms of this Agreement, (ii) the prepayment of Indebtedness payable to a U.S. Loan Party, (iii) the prepayment of Indebtedness payable to a Canadian Loan Party by any Foreign Subsidiary, (iv) the prepayment of Indebtedness owed to any Foreign Subsidiary by any Foreign Subsidiary (other than a Canadian Loan Party), (Cv) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year prepayment of the Borroweroutstanding principal amount of, pursuant premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to and be repaid under the terms thereof as a result of a permitted Disposition, (vi) the prepayment of Indebtedness, in accordance with stock option plans whole or other benefit plans for management in part, from the net cash proceeds of (or employees in exchange for) Permitted Refinancing Indebtedness, (vii) the close out of Ordinary Course Swap Agreements, (viii) the prepayment of Indebtedness of the U.S. Borrower to any of its Subsidiaries and Indebtedness of any of its Subsidiaries to the Restricted U.S. Borrower or any of its other Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock optionsIndebtedness to be prepaid is permitted pursuant to Section 6.01, deferred stock units or restricted shares and (ii) in connection each case, in accordance with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, subordination terms thereof; provided in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation prepayment of Indebtedness of a Limited Condition AcquisitionLoan Party, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect such prepayment, such Loan Party would have been permitted to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, make an Investment in the case Person to whom such prepayment is made in the amount of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) prepayment and (2ix) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a). (ii) The Borrower will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii), or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchaseprepayment, redemption, retirementdefeasance, acquisitionrepurchase or other acquisition or retirement for value of the Existing Dollar Notes and the Existing Euro Notes, cancellation or termination in each case required pursuant to the terms thereof as in effect on the Second Amendment and Restatement Effective Date; provided that (i) the requirements of this Section 6.08(b) shall not apply to any other Specified Indebtedness, except: (A) payments of regularly scheduled interest and principal payments as and when due payment in respect of any Specified Indebtedness, Indebtedness when the Payment Conditions with respect to such payment are satisfied and the Loan Parties shall have delivered to the Administrative Agent either a certificate of a Financial Officer (with reasonably detailed calculations) certifying satisfaction of the Payment Conditions or other than evidence of the same reasonably satisfactory to the Administrative Agent and (ii) no Default or Event of Default shall be deemed to have occurred if the Payment Conditions with respect to any such payment in respect of Indebtedness cease to be satisfied based solely on any payments in respect of any Subordinated Indebtedness prohibited by made when the subordination provisions thereof; (B) refinancings of Specified Indebtedness Payment Conditions with the proceeds of other Indebtedness permitted under Section 7.03(a);respect thereto were satisfied.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower will not, and nor will not it permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation except (contingent or otherwise) to do so, except that (Ai) the Borrower may declare and pay dividends with respect to its Equity Interests capital stock payable solely in additional Equity Interests (other than Disqualified Stock) shares of the Borrowerits common stock, (Bii) any Restricted Subsidiary Subsidiaries may declare and pay dividends or make other distributions ratably with respect to its Equity Interesttheir capital stock, provided that no distribution referred to in this clause (ii) shall be -------- permitted to be made by any Special Purpose Subsidiary if any Default or make other Restricted Payments in respect Event of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower Default shall have occurred and the Restricted Subsidiaries)be continuing or would result therefrom, (Ciii) the Borrower may make Restricted Payments, not exceeding $5,000,000 1,000,000 during any fiscal year of the Borroweryear, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted its Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (iiiv) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as if no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments to Holdings (A) to fund, as and when due, payments of regularly scheduled interest and principal in respect of any Indebtedness incurred by Holdings that is permitted by Section 6.01(a), other than payments in respect of the Subordinated Debt prohibited by the subordination provisions thereof, and, (B) to fund, as and when due, payments in respect of taxes, audit fees and directors and officers insurance premiums incurred by Holdings (to the extent fairly allocable to the business of the Borrower and the Subsidiaries rather than the business of the Unrestricted Subsidiaries) in an aggregate amount not to exceed $80,000,000 in 3,000,000 (or such higher amount as the Administrative Agent may agree) during any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a). (iib) The Holdings and the Borrower will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation or termination of any other Specified Indebtedness, except: (Ai) payments payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Specified IndebtednessIndebtedness permitted by Section 6.01(a), other than payments in respect of any the Subordinated Indebtedness Debt prohibited by the subordination provisions thereof; ; (Biii) refinancings of Specified Indebtedness with to the proceeds extent permitted by Section 6.01; (iv) payment of secured Indebtedness permitted by Section 6.01(a) that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) returns of deposits or advances in the ordinary course of business; (vi) payment made to satisfy the Borrower's reimbursement obligations under any Letters of Credit issued hereunder; (vii) payments under Guarantees of obligations of Persons other Indebtedness than Holdings, the Borrower and the Subsidiaries that are permitted under Section 7.03(a);6.01; and (viii) regularly scheduled rent payments in respect of any Capital Lease Obligations that are permitted under Section 6.01.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (Ai) the Borrower may declare each Loan Party and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Stock) of the Borrower, (B) any Restricted Subsidiary Subsidiaries may declare and pay dividends or make other distributions with respect to its Equity Interest, or make other Restricted Payments common stock payable solely in respect additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock; (ii) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, in each case ratably to the holders of such Equity Interests ; (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (Ciii) the Borrower Company may make Restricted Payments, not exceeding $5,000,000 10,000,000 during any fiscal year of the Borroweryear, pursuant to and in accordance with stock option equity incentive plans or other benefit plans for management or employees of the Borrower Company and the Restricted Subsidiaries and for deceased and terminated employees and present and former directors (with any unused amount available in the following fiscal year only), including from their estates) and (Div) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of both immediately before and immediately after giving pro forma effect to any thereto, (A) no Default or Event of Default shall have occurred and be continuing, (B) the Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment referred is to occur shall be at least 1.25 to 1.00 (determined on a Pro Forma Basis in this clause respect of the Test Period in effect at such time) and (H)C) no Level 4 Minimum Aggregate Availability Period shall be in effect. Notwithstanding the foregoing, the Company may purchase, redeem or retire Equity Interests of the Company with (x) the net cash proceeds of the sale of its Equity Interests in the Mexican Joint Venture; provided that, both immediately before and immediately after giving pro forma effect thereto, (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom continuing, (or, 2) the Fixed Charge Coverage Ratio for the Test Period in effect at the case of a time such Restricted Payment that is necessary or advisable to occur shall be at least 1.00 to 1.00 (as determined by the Borrower on a Pro Forma Basis in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as respect of the date the definitive acquisition agreements for Test Period in effect at such Limited Condition Acquisition are entered intotime) and (3) no Minimum Aggregate Availability Period shall be in effect or (y) up to 50% of the net cash proceeds resulting from any asset sales, transfers or dispositions under Section 6.05(g) or 6.05(i), provided that, such Restricted Payments are made within six months of the applicable asset sale, transfer or disposition and, both immediately before and immediately after giving pro forma effect thereto, (1) no Default or Event of Default shall have occurred and be continuing, (2) after giving the Fixed Charge Coverage Ratio for the Test Period in effect to at the time such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio is to occur shall not exceed 2.75 be at least 1.00 to 1.00 (calculated as determined on a Pro Forma Basis in respect of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant Test Period in effect at such time) and (3) Aggregate Availability shall be greater than or equal to Section 7.01(a)$750,000,000. (iib) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary of its Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (A) payments payment of Indebtedness created under the Loan Documents; (B) payment of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, other than payments in respect of any the Subordinated Indebtedness prohibited by the subordination provisions thereof; ; (BC) refinancings of Specified Indebtedness with to the proceeds extent permitted by Section 6.01; (D) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (E) payment of Indebtedness owed to the Company or any wholly owned Subsidiary; (F) payment of Indebtedness owed by non-Loan Parties; and (G) other Indebtedness permitted under Section 7.03(a);payments in respect of Indebtedness; provided that both immediately before and immediately after giving pro forma effect thereto, (i) no Default or Event of Default shall have occurred and be continuing, (ii) the Fixed Charge Coverage Ratio for the Test Period in effect at the time such payment is to occur shall be at least 1.25 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (iii) no Level 4 Minimum Aggregate Availability Period shall be in effect.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (Ai) the Borrower may declare and pay dividends with respect to its Equity Interests common stock payable solely in additional Equity Interests shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (other than Disqualified Stockii) Subsidiaries of the Borrower, (B) any Restricted Subsidiary Borrower may declare and pay dividends or make other distributions ratably with respect to its Equity Interest, or make other Restricted Payments in respect of its their Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (Ciii) the Borrower may make Restricted Payments, not exceeding $5,000,000 500,000 during any fiscal year of the Borroweryear, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted its Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise death, disability or termination of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price employment of such stock optionsor employee, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or awardofficer, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred or Event of Default exists immediately prior to and is continuingafter giving effect to the making of such Restricted Payment, (iv) the Borrower may pay the Effective Date Dividend, so long as no Default or Event of Default exists immediately prior to and after giving effect to such payment, (v) after Borrower converts into a limited liability company pursuant to Section 6.03, so long as there exists no Event of Default, the Borrower may declare and pay dividends or make Restricted Payments distributions to its members in an aggregate amount not greater than the amount necessary for such members to exceed $80,000,000 in any fiscal year pay their actual state and United States federal income tax liabilities in respect of dividends on income earned by the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date after deducting any tax losses distributed to such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not members with respect to exceed the Available Amount prior tax periods and (Hvi) the Borrower may make additional Restricted Payments; provided that at make, within ten (10) Business Days after the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined payment by the Borrower in good faith) for to the consummation of a Limited Condition Acquisition, no Default exists as applicable Governmental Authorities of the date final Conversion Tax Payment, a one-time payment to Terex in an amount equal to the definitive acquisition agreements for such Limited Condition Acquisition are entered intopositive difference, if any, of (A) and $16,500,000 minus (2B) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as amount of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)final Conversion Tax Payment. (iib) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (Ai) payments payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Specified IndebtednessIndebtedness permitted under Section 6.01, other than payments of Indebtedness prohibited by applicable subordination provisions with respect thereto; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05; and (v) payment or reimbursement of fees, expenses and indemnities owing to Revolving Loan Agent and Revolving Lenders pursuant to the Revolving Credit Agreement as in effect on the Effective Date. (c) No Loan Party will, nor will it permit a Subsidiary, Manitex or any of Manitex’s Subsidiaries to, cause, permit or suffer it, them, or any of their respective Affiliates to acquire, as an assignee, participant, or otherwise, directly or indirectly, any interest in any Indebtedness or obligations arising under or relating to the Revolving Credit Agreement or in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof; (B) refinancings of Specified Indebtedness with the proceeds of other Indebtedness permitted under Section 7.03(a);ABL Obligations.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Other than as specified in the first sentence of Section 5.11, neither Holdings nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (Ai) the Borrower Holdings may declare and pay dividends with respect to its Equity Interests capital stock payable solely in additional Equity Interests (other than Disqualified Stock) shares of the Borrowerits capital stock, (Bii) any Restricted Subsidiary Subsidiaries may declare and pay dividends or make other distributions ratably with respect to its Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries)their capital stock, (Ciii) the Borrower Holdings may make Restricted Payments, not exceeding $5,000,000 2,000,000 during any fiscal year of the Borroweryear, pursuant to and in accordance with stock option plans or other benefit plans for directors, management or employees of Holdings, the Borrower and the Restricted Subsidiaries (with Subsidiaries, including the redemption or purchase of capital stock of Holdings held by former directors, management or employees of Holdings, the Borrower or any unused amount available in the Subsidiary following fiscal year only)termination of their employment, (Div) the Borrower may repurchase Equity Interests (i) upon the exercise of stock optionspay dividends to Holdings at such times and in such amounts, deferred stock units and restricted shares not exceeding $2,000,000 during any fiscal year, as shall be necessary to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares permit Holdings to discharge its permitted liabilities and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (Ev) the Borrower and the Joint Venture Holding Companies may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments to Holdings at such times and in an aggregate amount such amounts (but not prior to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as fifth anniversary of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as issuance of the date the definitive acquisition agreements for Cumulative Preferred Stock) as shall be necessary to enable Holdings, after such Limited Condition Acquisition are entered into)fifth anniversary, the Borrower may make additional Restricted Payments to pay dividends in an amount not to exceed the Available Amount cash on such Cumulative Preferred Stock as and (H) the Borrower may make additional Restricted Payments; when declared and payable, provided that that, at the time of each Restricted Payment made in reliance upon this clause (v) and immediately after giving pro forma effect to such payment, the Leverage Ratio shall not exceed 1.50 to 1.00, (vi) Holdings, the Borrower and the Subsidiaries may make Restricted Payments as and to the extent contemplated by the Recapitalization Agreement and (vii) Holdings may make Restricted Payments on account of the purchase, redemption or repurchase of the Cumulative Preferred Stock with the net proceeds of a substantially concurrent IPO, provided that, after giving effect to any such Restricted Payment referred to in this clause (H)purchase, (1) redemption or repurchase, no Default or Event of Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)continuing. (iib) The Neither Holdings nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation or termination of any other Specified Indebtedness, except: (Ai) payments payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, other than (A) payments in respect of any the Subordinated Indebtedness Debt and the Junior Subordinated Note prohibited by the subordination provisions thereof; , (B) principal payments in respect of the Junior Subordinated Note and (C) cash interest payments in respect of the Junior Subordinated Note unless, in the case of any such payment specified in this clause (C), at the time of such payment and after giving pro forma effect thereto the Leverage Ratio shall not exceed 1.50 to 1.00 and such payment is due and payable on or after the fifth anniversary of the date of issuance of the Junior Subordinated Note; (iii) refinancings of Specified Indebtedness to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) payments on account of the redemption of the First Lien Notes or the Second Lien Notes or a combination thereof with not more than 25% of the aggregate net proceeds of one or more issuances of equity securities of Holdings, provided that (A) after giving effect to such redemption, no Default or Event of Default shall have occurred and be continuing, (B) not more than 35% of the original aggregate principal amount of the First Lien Notes or the Second Lien Notes is redeemed and (C) any such redemption shall be made within 90 days of such equity issuance and otherwise in compliance with the proceeds provisions of other the First Lien Note Indenture or Second Lien Note Indenture, as applicable; (vi) payments in respect of any Permitted Receivables Facility; and (vii) repayment of certain Indebtedness permitted under of certain Foreign Subsidiaries on the Effective Date as specified in the first sentence of Section 7.03(a);5.11.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower Holdings will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (Ai) the Borrower Holdings may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Stock) of the Borrowerpermitted hereunder, (Bii) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its capital stock, partnership or membership interests or other similar Equity InterestInterests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (orInterests, if not ratably, on a basis more favorable to provided that dividends paid by the Borrower to Holdings may only be paid at such times and the in such amounts as shall be necessary to permit Holdings (A) to make Restricted Subsidiaries)Payments permitted to be made by it under this Section 6.4(a) or (B) to discharge its other permitted liabilities as and when due, (Ciii) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower Holdings may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent options if such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (iiiv) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower Holdings may make cash payments in lieu of the issuance of fractional shares units representing insignificant interests in the Borrower Holdings in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock Equity Interests in the BorrowerHoldings, (Fv) Holdings may make cash distributions to owners of the common units representing limited partner interests in Holdings with the Net Proceeds in respect of any substantially concurrent issuance or sale by Holdings of its Equity Interests (other than (A) the IPO, (B) any issuance or sale of Equity Interests to any Subsidiary or (C) any issuance or sale of Equity Interests to directors, officers or employees of Holdings or any Subsidiary under any employee stock option or stock purchase plan or a similar benefit plan or to a trust established for the benefit of directors, officers or employees of Holdings or any Subsidiary), (vi) Holdings may redeem, repurchase or otherwise acquire for value Equity Interests in Holdings held by any former director, officer or employee of Holdings or any Subsidiary or its assigns, estates or heirs following the death, disability or termination of employment of such director, officer or employee, provided that the aggregate amount of all Restricted Payments made in reliance on this clause (vi) shall not to exceed $5,000,000 in any Fiscal Year, (vii) Holdings may make the Coffeyville Resources Distribution, (viii) Holdings may make the IDR Repurchase, (ix) so long as (A) no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect or Event of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom therefrom, (orB) the common units representing limited partner interests in Holdings are listed on a national securities exchange (as defined in the Exchange Act) and (C) after giving effect thereto Holdings and the Borrower shall be in pro forma compliance with the covenants set forth in Section 6.7 (determined in accordance with Section 1.2(b)) as of the last day of the Fiscal Quarter most recently ended on or prior to the date thereof for which financial statements are available (provided that, for purposes of determining the Leverage Ratio under Section 6.7(b), the Consolidated Total Debt shall be determined on a pro forma basis as of such date), Holdings may make, after the end of any Fiscal Quarter, cash distributions on a pro rata basis to owners of the common units representing limited partner interests in Holdings pursuant to and in accordance with the cash distribution policy adopted by the board of directors of the General Partner pursuant to the Partnership Agreement and in effect on the date thereof (provided that such policy shall not be more adverse to the Lenders than the cash distribution policy in effect on the Closing Date and set forth in Schedule 6.4) and (x) in the case of a any cash distribution of the type described in clause (ix) above that, at the time of declaration thereof, complied with the requirements of such clause, Holdings may, within 60 days of the declaration thereof and to the extent not previously made, make such cash distribution, provided that on the date on which such distribution is made, no Specified Default shall have occurred and be continuing or would result therefrom. In the case of any Restricted Payment that made by Holdings in reliance on Section 6.4(a)(ix) or 6.4(a)(x) with respect to any Fiscal Quarter, if the Administrative Agent shall have received a Compliance Certificate pursuant to Section 5.1(c) with respect to such Fiscal Quarter on or prior to the date on which such Restricted Payment is necessary or advisable (as determined by the Borrower made and such Compliance Certificate shall state that, in good faith) for the consummation of a Limited Condition Acquisition, no Default exists calculating Consolidated Total Debt as of the date last day of such Fiscal Quarter any amount shall have been deducted pursuant to clause (b) of the definitive acquisition agreements for definition of the term “Consolidated Total Debt” (including after giving effect to the second sentence of the definition of the term “Leverage Ratio”, if applicable), then such Limited Condition Acquisition are entered into) and (2) Restricted Payment shall be permitted under such Section only if, after giving effect to such Restricted Payment (and without giving effect to the proceeds of any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of Revolving Loans made after the last day of such Fiscal Quarter and on or prior to the fiscal quarter date of such Restricted Payment), the aggregate amount of Cash and Cash Equivalents of the Borrower then most recently ended for which financial statements have been delivered pursuant Credit Parties that is subject to Section 7.01(a)a Control Agreement shall not be less than such amount. (iib) The Borrower Holdings will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Junior Priority Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation, defeasance or termination of any other Specified Junior Priority Indebtedness, except: (Ai) payments of regularly scheduled interest and principal payments as and when due in respect of any Specified Junior Priority Indebtedness, other than payments in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof; ; (Bii) refinancings of Specified Junior Priority Indebtedness with the proceeds of other Indebtedness permitted under Section 7.03(a6.1; (iii) payments of or in respect of Junior Priority Indebtedness made solely with Equity Interests in Holdings; and (iv) other payments or distributions in respect of any Junior Priority Indebtedness; provided that (A) both immediately prior to and immediately after giving effect to such payment or distribution, no Default or Event of Default shall have occurred and be continuing and (B) after giving effect to such payment or distribution, the Leverage Ratio shall be 1.50:1.00 or less on a pro forma basis (determined in accordance with Section 1.2(b);) as of the last day of the Fiscal Quarter most recently ended on or prior to such date for which financial statements are available (provided that the Consolidated Total Debt shall be determined on a pro forma basis as of such date).

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower will not, and nor will not they permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that except: (Ai) the Borrower may declare and pay dividends with respect to its Equity Interests common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock; (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, membership or partnership interests or other similar Equity Interests Interests; (other than Disqualified Stockiii) of the Borrower, (B) any Restricted Subsidiary Borrower may declare and pay dividends or make other distributions with respect to its Holdings, the proceeds of which are used by Holdings or a Parent to (i) purchase or redeem Equity InterestInterests of Holdings or a Parent acquired by employees, consultants or make directors of Holdings, the Borrower or any Restricted Subsidiary upon such Person’s death, disability, retirement or termination of employment or (ii) pay principal or interest on promissory notes that were issued in lieu of cash payments for the repurchase, retirement or other Restricted Payments in respect acquisition or retirement for value of its such Equity Interests, provided that the aggregate amount of such dividends or other distributions under this clause (iii) shall not exceed in each case ratably any calendar year the lesser of (x) the sum of $500,000 and the aggregate amount of Restricted Payments permitted (but not made) in prior years pursuant to this clause (iii) and (y) $2,500,000; provided that any cancellation of Indebtedness owing to the holders Borrower in connection with and as consideration for a repurchase of such Equity Interests of Holdings (oror a Parent) shall not be deemed to constitute a Restricted Payment for purposes of this clause (iii); provided further that such amount in any calendar year may be increased by an amount not to exceed (1) the cash proceeds of key man life insurance policies received by Holdings (to the extent such proceeds are contributed to the Borrower) or any Borrower or any Restricted Subsidiary after the Effective Date (provided that the Borrower may elect to apply all or any portion of the aggregate increase contemplated by clause (1) above in any calendar year) less (2) the amount of any Restricted Payments previously made pursuant to clause (1) of this clause (iii); (iv) the Borrower may make Restricted Payments to Holdings to be used by Holdings solely to pay (or to make Restricted Payments to allow a Parent to pay) (A) costs and expenses relating to Holdings or a Parent being a public company and (B) its franchise taxes and other fees required to maintain its corporate existence and to pay for general corporate and overhead expenses (including salaries and other compensation of employees) incurred by Holdings or a Parent in the ordinary course of its business, if provided that such Restricted Payments under clause (B) above shall not ratablyexceed $3,000,000 in any calendar year; (v) the Borrower may make Restricted Payments to Holdings in an amount necessary to enable Holdings to pay (or make Restricted Payments to allow a Parent to pay) the Taxes directly attributable to (or arising as a result of) the operations of a Parent, on a basis more favorable to Holdings, the Borrower and the Restricted Subsidiaries, provided that (A) the amount of such Restricted Payments shall not exceed the lesser of (x) the tax liabilities that the Borrower and the Restricted Subsidiaries would be required to pay in respect of Federal, state and local taxes were the Borrower and the Restricted Subsidiaries to pay such Taxes as stand-alone taxpayers less any tax payable directly by the Borrower or any Restricted Subsidiary or (y) the actual liabilities of the Parent group on a consolidated or combined basis and (B) all Restricted Payments made to Holdings or a Parent pursuant to this clause (v) are used by Holdings or a Parent for the purposes specified herein within 20 days of the receipt thereof; provided, further that notwithstanding anything to the contrary, the Borrower may make Restricted Payments to Holdings in an amount necessary to enable Holdings to pay (or make Restricted Payments to allow a Parent to pay) (x) any taxes incurred as a direct result of the UK Spin-Out and (y) any taxes incurred as a direct result of the 2012 Dividend (such taxes described in clauses (x) and (y) not to exceed $35,000,000), ; (Cvi) the Borrower may make Restricted PaymentsPayments to Holdings to pay (or to make Restricted Payments to allow a Parent to pay) management, not exceeding consulting and advisory fees to any Sponsor to the extent permitted by Section 6.09(i); (vii) the Borrower may make Restricted Payments to Holdings in an amount necessary to permit Holdings to pay (or to make Restricted Payments to allow a Parent to pay) interest in cash (including interest previously paid “in kind” or added to the principal amount thereof after the Effective Date) on Qualified Holdings Debt, but only to the extent the proceeds (together with a pro rata portion of related transaction expenses paid from such proceeds) of such Qualified Holdings Debt were used to make Capital Expenditures by Borrower or a Qualified Restricted Subsidiary, prepay Term Loans, make Investments by Borrower or a Qualified Restricted Subsidiary pursuant to Section 6.04(xvi) or repay, redeem, defease or otherwise refinance any Qualified Holdings Debt previously issued hereunder but only to the extent the proceeds of such Qualified Holdings Debt were used to make Capital Expenditures by Borrower or a Qualified Restricted Subsidiary, prepay Term Loans or make Investments by Borrower or a Qualified Restricted Subsidiary pursuant to Section 6.04); provided that (A) the Borrower has made all prepayments required pursuant to Section 2.11(d) prior to or contemporaneously with any such payment of interest, (B) no Default or Event of Default shall have occurred and be continuing at the time of any such payment or would result therefrom on a Pro Forma Basis, (C) all Restricted Payments made pursuant to this clause (vii) are used by Holdings or a Parent for the purposes specified herein within 20 days of receipt thereof and (D) both before and after giving effect to any Restricted Payment under this clause (vii), the Borrower could incur $5,000,000 1.00 of Indebtedness under Section 6.01(a)(xi) (counting all interest expense (including non-cash interest expense) on Qualified Holdings Debt during any fiscal year the applicable period as Fixed Charges of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of ); (viii) the Borrower and the Restricted Subsidiaries may make additional Restricted Payments (and Holdings may make Restricted Payments with such amounts received from the Borrower) in an aggregate amount throughout the term of this Agreement, together with the amount of any unused amount available in the following fiscal year onlyprepayment, redemption, defeasance, repurchase or other retirement made under clause (B) of Section 6.08(b)(iv), not exceeding the greater of (Dx) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares $35,000,000 and (iiy) 2% of Total Assets (it being understood that if Total Assets should decrease, Restricted Payments already made in connection compliance with the withholding of this clause shall not constitute a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as Default); provided that no Default has occurred and is continuing, ; (ix) the Borrower and the Restricted Subsidiaries may declare make additional Restricted Payments (and Holdings may make Restricted Payments with such amounts received from the Borrower) in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed exceeding the Available Amount and (H) immediately prior to the Borrower may make additional time of the making of such Restricted PaymentsPayment; provided that at the time of immediately prior to and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis Pro Forma Basis, the Senior Secured Leverage Ratio shall Borrower could incur $1.00 of Indebtedness under Section 6.01(a)(xi) and no Default has occurred and is continuing; (x) the Borrower may make Restricted Payments to Holdings to pay any non-recurring fees, cash charges and cost expenses incurred in connection with the issuance of Equity Interests or Indebtedness, in each case only to the extent that such transaction is not consummated; (xi) Restricted Payments in connection with the 2012 Transactions; (xii) on and after an IPO, additional Restricted Payments in an aggregate amount per annum not to exceed 2.75 an amount equal to 1.00 6% the net proceeds received by (calculated as or contributed to) the Borrower and its Restricted Subsidiaries from such IPO; (xiii) Investments in non-wholly owned Subsidiaries or Non-Consolidated Entities permitted by Section 6.04; and (xiv) the purchase, redemption or other acquisition or retirement for value of Equity Interests of a Qualified Restricted Subsidiary owned by a Strategic Investor if such purchase, redemption or other acquisition or retirement for value is made for consideration not in excess of the last day Fair Market Value of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)such Equity Interests. (iib) The Borrower will not, and not nor will not it permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)on, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of of, the Senior Notes (or any Permitted Refinancing thereof) or any Subordinated Indebtedness (other Specified Indebtednessthan intercompany loans among Subsidiaries and the Borrower), except: (Ai) payments payment of regularly scheduled interest and principal payments as and when due in respect of any Specified such Indebtedness, other than payments in respect of any Subordinated Indebtedness as prohibited by the any subordination provisions thereof; ; (Bii) refinancings of Specified the refinancing thereof with any Indebtedness with (to the proceeds of other extent such Indebtedness constitutes (x) a Permitted Refinancing or (y) Indebtedness permitted under Section 7.03(a6.01(a)(xxi)(A)(2)); (iii) the conversion or exchange of the Senior Notes (or any Permitted Refinancing thereof) or any Subordinated Indebtedness into, or redemption, repurchase, prepayment, defeasance or other retirement of any such Indebtedness with the Net Proceeds of the issuance by Holdings or a Parent of, (A) Equity Interests (or capital contributions in respect thereof) after the Effective Date to the extent not Otherwise Applied or (B) Qualified Holdings Debt, plus any fees and expenses in connection with such conversion, exchange, redemption, repurchase, prepayment, defeasance or other retirement; (iv) so long as no Default has occurred and is continuing or would result therefrom on a Pro Forma Basis, the prepayment, redemption, defeasance, repurchase or other retirement of Senior Notes (or any Permitted Refinancing thereof) and Subordinated Indebtedness for an aggregate purchase price since the Effective Date (A) not to exceed the Available Amount or (B) together with the amount of Restricted Payments permitted under Section 6.08(a)(viii), not exceeding the greater of (x) $35,000,000 and (y) 2% of Total Assets (it being understood that if Total Assets should decrease, any prepayment, redemption, defeasance, repurchase or other retirement already made in compliance with this clause shall not constitute a Default).

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that except: (Ai) each of the Borrower Borrowers may declare and pay dividends with respect to its Equity Interests common stock payable solely in additional Equity Interests shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (other than Disqualified Stockii) of the Borrower, (B) any Restricted Subsidiary Subsidiaries may declare and pay dividends or make other distributions ratably with respect to its Equity Interest, or make other Restricted Payments in respect of its their Equity Interests, in each case ratably to the holders of such Equity Interests , (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (Ciii) the Borrower Borrowers may make Restricted Payments, not exceeding $5,000,000 1,000,000 during any fiscal year of the Borroweryear, pursuant to and in accordance with stock option plans or other benefit restricted stock plans for management or employees of the Borrower Borrowers and the Restricted Subsidiaries their Subsidiaries, (with any unused amount available iv) in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided event that at the time of and immediately after giving effect to any such Restricted Payment referred (A) Holdings and its consolidated Subsidiaries have a pro forma Fixed Charge Coverage Ratio including such Restricted Payment (for the twelve month period ending on the most recent month-end for which financial data is available) of at least 1.1 to in this clause (H)1.0, (1B) the Borrowers have pro forma Availability of not less than $40,000,000 and (C) no Default shall have or Event of Default has occurred and be continuing or would result therefrom therefrom, Holdings may declare and pay cash dividends with respect to its capital stock in an aggregate amount during the term of this Agreement not to exceed $75,000,000, (orv) the Borrowers may make stock repurchases in an aggregate amount during the term of this Agreement not to exceed $10,000,000, in the case of and (A) any Subsidiary or Borrower may make a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)other Borrower. (iib) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (Ai) payments payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, or prepayments of principal in connection with assets sales permitted hereunder, other than payments in respect of any the Subordinated Indebtedness prohibited by the subordination provisions thereof; ; (Biii) refinancings of Specified Indebtedness to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) on the Effective Date, the Borrowers may prepay all amounts outstanding under the current Tranche B Notes (including interest and applicable premium) in an amount not to exceed $8,000,000 in the aggregate, replace all letters of credit issued under the Tranche B Facility with Letters of Credit and pay all charges relating to such replacement; and (vi) payments made under the proceeds of other Indebtedness permitted under Section 7.03(a);PCT Guarantee and the RCT Guarantee, if any.

Restricted Payments; Certain Payments of Indebtedness. (ia) The None of Holdings, the Borrower will not, and will not permit or any other Restricted Subsidiary to, will declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that that: (Ai) Holdings, the Borrower and any other Restricted Subsidiary may declare and pay dividends or other distributions with respect to its Equity Interests payable solely in additional Equity Interests in such Person permitted hereunder; (ii) the Borrower and any other than Disqualified Stock) of the Borrower, (B) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its capital stock, partnership or membership interests or other similar Equity InterestInterests, or and declare and make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to Holdings, the Borrower and the other Restricted Subsidiaries), ; (Ciii) Holdings may (A) pay dividends with respect to its common stock within 60 days after the Borrower may declaration of such dividend and (B) make Restricted PaymentsPayments to a Parent to enable such Parent to pay dividends with respect to its common stock within 60 days after the declaration of such dividend; provided that at the date of such declaration, not exceeding $5,000,000 during any fiscal year of the Borrower, pursuant to and in accordance such payment would have complied with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year onlythis Section 6.4(a)(vii)(B), (Dviii), (x) or (xi) (it being understood that any dividends paid pursuant to this clause (iii) shall be deemed for purposes of determining availability under the Borrower applicable clause under this Section 6.4(a), to have been paid under such clause); (iv) Holdings may repurchase make (A) payments in respect of, or repurchases of, Equity Interests (i) of Holdings or any Parent deemed to occur upon the exercise of “cashless exercise” of, stock options, deferred stock units and restricted shares to the extent purchase rights, stock exchange rights or other equity-based awards if such Equity Interests represent payment or repurchase represents a portion of the exercise price of such stock options, deferred stock units rights or restricted shares awards or withholding taxes, payroll taxes or other similar taxes due upon such exercise, purchase or exchange, and (iiB) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests Equity Interests in the Borrower Holdings or any Parent in connection with the exercise of warrants, options or other securities Securities convertible into or exchangeable for shares of common stock in Holdings or any Parent; (v) Holdings may make Permitted Tax Distributions; 1095171012\7\AMERICAS (vi) [reserved]; (vii) Holdings may make Restricted Payments to any Parent, the Borrowerproceeds of which will be used by such Parent to: (A) enable such Parent or another Parent to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including Public Company Costs, insurance premiums and administrative, legal, accounting and similar expenses provided by third parties) that are reasonable and customary and incurred in the ordinary course of business and attributable to the ownership or operations of Holdings, the Borrower and the other Subsidiaries, plus any reasonable and customary indemnification claims made by directors, officers or employees of Holdings or any Parent; (B) enable such Parent or another Parent to repurchase, retire or otherwise acquire its Equity Interests from future, current or former directors, officers or employees; provided that the amount of any such Restricted Payments, together with the aggregate amount of all other Restricted Payments made in reliance on this clause (B) during the same Fiscal Year, shall not exceed the sum of (i) the greater of (x) $12,500,000 and (y) 15% of Consolidated Adjusted EBITDA for the then most recently ended Test Period, plus (ii) any unutilized portion of such amount in any preceding Fiscal Year ended after the Closing Date; (C) finance any Acquisition or other Investment permitted to be made pursuant to Section 6.6 if such Acquisition or other Investment were made by Holdings, the Borrower or any other Restricted Subsidiary; provided that (1) such Restricted Payment shall be made substantially concurrently with the closing of such Acquisition or other Investment and (2) such Parent shall, immediately following the closing thereof, cause (x) all property acquired (whether Equity Interests or other assets) and any liabilities assumed to be contributed to Holdings, the Borrower or any other Restricted Subsidiary (and in no event shall any such contribution that is so utilized increase the Available Basket Amount) or (y) the merger, amalgamation or consolidation (to the extent permitted by Section 6.8(a)) with or into Holdings, the Borrower or any other Restricted Subsidiary of the Person acquired in such purchase, Acquisition or other Investment; (D) pay a portion of any customary fees and expenses related to any equity offering by such Parent or any issuance, incurrence or offering of Indebtedness, any Acquisition or other Investment, in each case whether or not successful and to the extent attributable to Holdings, the Borrower or any other Restricted Subsidiary; (E) pay customary salary, bonus and other benefits payable to officers, directors, employees, managers, partners, consultants or independent contractors of such Parent to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of Holdings, Borrower and the other Restricted Subsidiaries; and (F) so long as no Default has occurred make payments in respect of indemnification, expense reimbursement and is continuingobligations under any Hedge Agreements related to any Parent Company Capital Markets Indebtedness, to the extent such Parent Company Capital Markets Indebtedness relates to Qualified Holding Mirror Indebtedness; 1095171012\7\AMERICAS (viii) Holdings, the Borrower may declare and make the other Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower Subsidiaries may make additional Restricted Payments; , provided that at the time aggregate amount of Restricted Payments made in reliance on this clause (viii) shall not exceed the greater of (x) $29,000,000 and immediately after giving effect (y) 35% of Consolidated Adjusted EBITDA for the then most recently ended Test Period; (ix) Holdings, the Borrower and the other Restricted Subsidiaries may consummate the transactions permitted by Section 6.4(b), Section 6.6 (other than in reliance on Section 6.6(q)) and Section 6.8 (other than in reliance on Section 6.8(b)(i)(D)) (it being understood that this clause (ix) may only be relied on to consummate any transaction that is technically subject to this Section 6.4(a) but is intended to be restricted primarily by any such other Section, but may not be relied on to consummate any transaction that is intended to be restricted primarily by this Section 6.4(a)); (x) Holdings, the Borrower and the other Restricted Subsidiaries may make additional Restricted Payments, provided that the amount of any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in not exceed the case of a Restricted Payment that is necessary or advisable (as determined by Available Basket Amount at the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to time such Restricted Payment is made; and (xi) Holdings, the Borrower and any related transaction on the other Restricted Subsidiaries may make additional Restricted Payments, provided that (i) at the time each such Restricted Payment is made the applicable Payment Conditions shall be satisfied after giving Pro Forma Effect thereto and (ii) if the amount of such Restricted Payment exceeds $12,500,000, the Borrower shall have delivered to the Administrative Agent a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as certificate of the last day of the fiscal quarter a Financial Officer of the Borrower then most recently ended for which financial statements certifying that all the requirements of the applicable Payment Conditions have been delivered pursuant to Section 7.01(a)satisfied with respect thereto and including reasonably detailed calculations demonstrating satisfaction of such requirements. (iib) The None of Holdings, the Borrower will not, and will not permit or any other Restricted Subsidiary to, make or agree to pay or will make, directly or indirectly, any payment or other distribution (whether in cashRestricted Debt Prepayment, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii), or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, exceptexcept that: (Ai) payments of Holdings, the Borrower and the other Restricted Subsidiaries may make regularly scheduled interest and principal payments as and when due in respect of any Specified IndebtednessJunior Indebtedness (including any “AHYDO catch-up payment” with respect to, and required by the terms of, any indebtedness of Holdings, the Borrower or any other Restricted Subsidiary), other than payments in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof; ; (ii) Holdings, the Borrower and the other Restricted Subsidiaries may make additional prepayments in respect of Junior Indebtedness, so long as (A) the outstanding principal amount of any such Junior Indebtedness being prepaid does not exceed the Threshold Amount, and (B) refinancings the aggregate amount of Specified all such prepayments made during any twelve month period shall not exceed the Threshold Amount at the time of such payment; (iii) Holdings, the Borrower and the other Restricted Subsidiaries may refinance Junior Indebtedness with the proceeds of other Indebtedness to the extent permitted under Section 7.03(a6.1; (iv) Holdings, the Borrower and the other Restricted Subsidiaries may make payments of or in respect of Junior Indebtedness made solely with Equity Interests in Holdings or any Parent (other than Disqualified Equity Interests); (v) Holdings, the Borrower and the other Restricted Subsidiaries may make additional Restricted Debt Prepayments, provided that the amount of any such Restricted Debt Prepayment shall not exceed the Available Basket Amount at the time such Restricted Debt Prepayment is made; 1095171012\7\AMERICAS (vi) Holdings, the Borrower and the other Restricted Subsidiaries may make additional Restricted Debt Prepayments, provided that the aggregate amount of Restricted Debt Prepayments made in reliance on this clause (v) shall not exceed shall not exceed the greater of (x) $29,000,000 and (y) 35% of Consolidated Adjusted EBITDA for the then most recently ended Test Period; and (vii) Holdings, the Borrower and the other Restricted Subsidiaries may make additional Restricted Debt Prepayments, provided that (A) at the time each such Restricted Debt Prepayment is made the applicable Payment Conditions shall be satisfied after giving Pro Forma Effect thereto and (B) if the amount of such Debt Prepayment exceeds $12,500,000, the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower certifying that all the requirements of the applicable Payment Conditions have been satisfied with respect thereto and including reasonably detailed calculations demonstrating satisfaction of such requirements.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that except: (Ai) any Subsidiary may make Restricted Payments to any Loan Party; (ii) the Borrower Company may declare and pay dividends with respect to its Equity Interests common stock payable solely in additional Equity Interests shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock; (other than Disqualified Stockiii) of the Borrower, (B) any Restricted Subsidiary wholly-owned Subsidiaries may declare and pay dividends or make other distributions with respect to its Equity InterestInterests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (iv) SMP HK may declare and pay dividends or make other distributions with respect to its Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; provided that the Company, whether directly or indirectly, together with its Subsidiaries holds all of the issued and outstanding Equity Interests of SMP HK other than the share of common Equity Interest issued to Xxxxxxxx X. Xxxxx; (orv) the Company or any Subsidiary may make Restricted Payments consisting of cash dividends in respect of its Equity Interests in an aggregate amount up to $20,000,000 in any Fiscal Year, if not ratablyso long as (x) no Event of Default shall have occurred and be continuing or would occur as a result of such Restricted Payment and (y) after giving effect to such Restricted Payment, Availability, on a basis more favorable pro forma basis, shall be greater than or equal to the Borrower and the Restricted SubsidiariesApplicable Trigger Amount (Level II), ; (Cvi) the Borrower Company may make Restricted Payments, not exceeding $5,000,000 during any fiscal year Payments consisting of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu an aggregate amount up to $20,000,000 in any Fiscal Year on account of the issuance purchase or redemption of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrantsits common Equity Interests, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as (x) no Event of Default has shall have occurred and is continuingbe continuing or would occur as a result of such Restricted Payment and (y) after giving effect to such Restricted Payment, Availability, on a pro forma basis, shall be greater than or equal to the Applicable Trigger Amount (Level II); and (vii) in addition to any other Restricted Payment permitted hereunder, the Borrower Company or any Subsidiary may declare and make unlimited Restricted Payments (including Restricted Payments of the type described in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stockthis Section 6.08), (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of before and immediately after giving effect to any such Restricted Payment, the Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition Conditions are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)satisfied. (iib) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (Ai) payments of Indebtedness under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Specified IndebtednessIndebtedness permitted under Section 6.01, other than payments in respect of any the Subordinated Indebtedness prohibited by the subordination provisions thereof; ; (Biii) refinancings of Specified Indebtedness with to the proceeds extent permitted by Section 6.01; and (iv) payment of other secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted under by the terms of Section 7.03(a);6.05.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower will notNo Loan Party shall, and will not nor shall any Loan Party permit any Restricted Subsidiary of its Subsidiaries or the LS&Co. Trust to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do soPayments, except that that, so long as no Default or Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (Ai) the U.S. Borrower may declare and pay dividends with respect to its Equity Interests and distributions payable solely only in additional Equity Interests (other than Disqualified Stock) of the U.S. Borrower, (Bii) any Restricted Subsidiary the U.S. Borrower may declare purchase Equity Interests from present or former employees, directors or other recipients (and pay dividends or make other distributions with respect to its Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders their beneficiaries) of such Equity Interests under the U.S. Borrower’s incentive compensation plans and agreements as provided under such plans and agreements for aggregate consideration not to exceed $20.0 million in any twelve (or12) Fiscal Month period, if (iii) Restricted Payments to a U.S. Loan Party, (iv) Restricted Payments by any Foreign Subsidiary to any Canadian Loan Party and (v) Restricted Payments by any Foreign Subsidiary (other than a Canadian Loan Party) to any Foreign Subsidiary; provided that (i) the requirements of this Section 6.08(a) shall not ratably, on a basis more favorable apply to any Restricted Payment when the Payment Conditions with respect thereto are satisfied and the Loan Parties shall have delivered to the Borrower Administrative Agent either a certificate of a Financial Officer (with reasonably detailed calculations) certifying satisfaction of the Payment Conditions or other evidence of the same reasonably satisfactory to the Administrative Agent and (ii) no Default or Event of Default shall be deemed to have occurred if the Payment Conditions with respect to any Restricted SubsidiariesPayment cease to be satisfied based solely on any Restricted Payments made when the Payment Conditions with respect thereto were satisfied. (b) No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries or the LS&Co. Trust to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (collectively, a “prepayment”) any Indebtedness, except (i) the prepayment of the Loans in accordance with the terms of this Agreement, (ii) the prepayment of Indebtedness payable to a U.S. Loan Party, (iii) the prepayment of Indebtedness payable to a Canadian Loan Party by any Foreign Subsidiary, (iv) the prepayment of Indebtedness owed to any Foreign Subsidiary by any Foreign Subsidiary (other than a Canadian Loan Party), (Cv) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year prepayment of the Borroweroutstanding principal amount of, pursuant premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to and be repaid under the terms thereof as a result of a permitted Disposition, (vi) the prepayment of Indebtedness, in accordance with stock option plans whole or other benefit plans for management in part, from the net cash proceeds of (or employees in exchange for) Permitted Refinancing Indebtedness, (vii) the close out of Ordinary Course Swap Agreements, (viii) the prepayment of Indebtedness of the U.S. Borrower to any of its Subsidiaries and Indebtedness of any of its Subsidiaries to the Restricted U.S. Borrower or any of its other Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock optionsIndebtedness to be prepaid is permitted pursuant to Section 6.01, deferred stock units or restricted shares and (ii) in connection each case, in accordance with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, subordination terms thereof; provided in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation prepayment of Indebtedness of a Limited Condition AcquisitionLoan Party, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of such prepayment, such Loan Party would have been permitted to make an Investment in the Person to whom such prepayment is made in the amount of such prepayment, and immediately after giving (ix) prepayments of the term loans outstanding under the Term Loan Agreement required pursuant to the terms thereof as in effect on the Effective Date; provided that (i) the requirements of this Section 6.08(b) shall not apply to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a). (ii) The Borrower will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii), or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (A) payments of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, Indebtedness when the Payment Conditions with respect to such payment are satisfied and the Loan Parties shall have delivered to the Administrative Agent either a certificate of a Financial Officer (with reasonably detailed calculations) certifying satisfaction of the Payment Conditions or other than evidence of the same reasonably satisfactory to the Administrative Agent and (ii) no Default or Event of Default shall be deemed to have occurred if the Payment Conditions with respect to any such payment in respect of Indebtedness cease to be satisfied based solely on any payments in respect of any Subordinated Indebtedness prohibited by made when the subordination provisions thereof; (B) refinancings of Specified Indebtedness Payment Conditions with the proceeds of other Indebtedness permitted under Section 7.03(a);respect thereto were satisfied..

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower will not, and nor will not they permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that except: (Ai) the Borrower may declare and pay dividends with respect to its Equity Interests common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock; (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, membership or partnership interests or other similar Equity Interests Interests; (other than Disqualified Stockiii) of the Borrower, (B) any Restricted Subsidiary Borrower may declare and pay dividends or make other distributions with respect to its Holdings, the proceeds of which are used by Holdings or a Parent to (i) purchase or redeem Equity InterestInterests of Holdings or a Parent acquired by employees, consultants or make directors of Holdings, the Borrower or any Restricted Subsidiary upon such Person’s death, disability, retirement or termination of employment or (ii) pay principal or interest on promissory notes that were issued in lieu of cash payments for the repurchase, retirement or other Restricted Payments in respect acquisition or retirement for value of its such Equity Interests, provided that the aggregate amount of such dividends or other distributions under this clause (iii) shall not exceed in each case ratably any calendar year the lesser of (x) the sum of $500,000 and the aggregate amount of Restricted Payments permitted (but not made) in prior years pursuant to this clause (iii) and (y) $2,500,000; provided that any cancellation of Indebtedness owing to the holders Borrower in connection with and as consideration for a repurchase of such Equity Interests of Holdings (oror a Parent) shall not be deemed to constitute a Restricted Payment for purposes of this clause (iii); provided further that such amount in any calendar year may be increased by an amount not to exceed (1) the cash proceeds of key man life insurance policies received by Holdings (to the extent such proceeds are contributed to the Borrower) or any Borrower or any Restricted Subsidiary after the Effective Date (provided that the Borrower may elect to apply all or any portion of the aggregate increase contemplated by clause (1) above in any calendar year) less (2) the amount of any Restricted Payments previously made pursuant to clause (1) of this clause (iii); (iv) the Borrower may make Restricted Payments to Holdings to be used by Holdings solely to pay (or to make Restricted Payments to allow a Parent to pay) its franchise taxes and other fees required to maintain its corporate existence and to pay for general corporate and overhead expenses (including salaries and other compensation of employees) incurred by Holdings or a Parent in the ordinary course of its business, if provided that such Restricted Payments shall not ratablyexceed $3,000,000 in any calendar year; (v) the Borrower may make Restricted Payments to Holdings in an amount necessary to enable Holdings to pay (or make Restricted Payments to allow a Parent to pay) the Taxes directly attributable to (or arising as a result of) the operations of a Parent, on a basis more favorable to Holdings, the Borrower and the Restricted Subsidiaries), provided that (CA) the amount of such Restricted Payments shall not exceed the lesser of (x) the tax liabilities that the Borrower and the Restricted Subsidiaries would be required to pay in respect of Federal, state and local taxes were the Borrower and the Restricted Subsidiaries to pay such Taxes as stand-alone taxpayers less any tax payable directly by the Borrower or any Restricted Subsidiary or (y) the actual liabilities of the Parent group on a consolidated or combined basis and (B) all Restricted Payments made to Holdings or a Parent pursuant to this clause (v) are used by Holdings or a Parent for the purposes specified herein within 20 days of the receipt thereof; (vi) the Borrower may make Restricted PaymentsPayments to Holdings to pay management, not exceeding consulting and advisory fees to any Sponsor or Sponsor Affiliate to the extent permitted by Section 6.09(i); (vii) the Borrower may make Restricted Payments to Holdings in an amount necessary to permit Holdings to pay (or to make Restricted Payments to allow a Parent to pay) interest in cash (including interest previously paid “in kind” or added to the principal amount thereof after the Effective Date) on Qualified Holdings Debt, but only to the extent the proceeds (together with a pro rata portion of related transaction expenses paid from such proceeds) of such Qualified Holdings Debt were used to make Capital Expenditures by Borrower or a Qualified Restricted Subsidiary, prepay Tranche B Term Loans, make Investments by Borrower or a Qualified Restricted Subsidiary pursuant to Section 6.04(xvi) or repay, redeem, defease or otherwise refinance any Qualified Holdings Debt previously issued hereunder but only to the extent the proceeds of such Qualified Holdings Debt were used to make Capital Expenditures by Borrower or a Qualified Restricted Subsidiary, prepay Tranche B Term Loans or make Investments by Borrower or a Qualified Restricted Subsidiary pursuant to Section 6.04); provided that (A) the Borrower has made all prepayments required pursuant to Section 2.11(d) prior to or contemporaneously with any such payment of interest, (B) no Default or Event of Default shall have occurred and be continuing at the time of any such payment or would result therefrom on a Pro Forma Basis, (C) all Restricted Payments made pursuant to this clause (viii) are used by Holdings or a Parent for the purposes specified herein within 20 days of receipt thereof and (D) both before and after giving effect to any Restricted Payment under this clause (viii), the Borrower could incur $5,000,000 1.00 of Indebtedness under Section 6.01(a)(xi) (counting all interest expense (including non-cash interest expense) on Qualified Holdings Debt during any fiscal year the applicable period as Fixed Charges of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of ); (viii) the Borrower and the Restricted Subsidiaries may make additional Restricted Payments (and Holdings may make Restricted Payments with any unused such amounts received from the Borrower) in an aggregate amount available throughout the term of this Agreement not exceeding the greater of (x) $35,000,000 and (y) 2% of Total Assets (it being understood that if Total Assets should decrease, Restricted Payments already made in the following fiscal year onlycompliance with this clause shall not constitute a Default), ; (Dix) the Borrower and the Restricted Subsidiaries may repurchase Equity Interests make additional Restricted Payments (iand Holdings may make Restricted Payments with such amounts received from the Borrower) upon in an aggregate amount not exceeding the exercise of stock options, deferred stock units and restricted shares Available Amount immediately prior to the extent such Equity Interests represent a portion time of the exercise price making of such stock optionsRestricted Payment; provided that immediately prior to and after giving effect to such Restricted Payment on a Pro Forma Basis, deferred stock units or restricted shares the Borrower could incur $1.00 of Indebtedness under Section 6.01(a)(xi) and no Default has occurred and is continuing; (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (Ex) the Borrower may make Restricted Payments to Holdings to pay any non-recurring fees, cash payments charges and cost expenses incurred in lieu of connection with the issuance of fractional shares representing insignificant interests Equity Interests or Indebtedness, in each case only to the extent that such transaction is not consummated; (xi) payments to former stockholders of the Borrower in connection with the exercise of warrantsappraisal rights under applicable law; (xii) the Merger Consideration paid on or promptly following the Effective Date; (xiii) Investments in non-wholly owned Subsidiaries or Non-Consolidated Entities permitted by Section 6.04; and (xiv) the purchase, options redemption or other securities convertible into acquisition or exchangeable retirement for shares value of common stock Equity Interests of a Qualified Restricted Subsidiary owned by a Strategic Investor if such purchase, redemption or other acquisition or retirement for value is made for consideration not in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as excess of the date Fair Market Value of such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)Equity Interests. (iib) The Borrower will not, and not nor will not it permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)on, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of of, any Subordinated Indebtedness (other Specified Indebtednessthan intercompany loans among Subsidiaries and the Borrower) or Indebtedness under the UK Facility (collectively, “UK Facility Debt”), except: (Ai) payments payment of regularly scheduled interest and principal payments as and when due in respect of any Specified IndebtednessSubordinated Indebtedness or UK Facility Debt, other than payments in respect of any Subordinated Indebtedness as prohibited by the subordination provisions thereof; ; (ii) the conversion or exchange of any Subordinated Indebtedness or UK Facility Debt into, or redemption, repurchase, prepayment, defeasance or other retirement of any such Indebtedness with the Net Proceeds of the issuance by Holdings or a Parent of, (A) Equity Interests (or capital contributions in respect thereof) after the Effective Date to the extent not Otherwise Applied or (B) refinancings Qualified Holdings Debt, plus any fees and expenses in connection with such conversion, exchange, redemption, repurchase, prepayment, defeasance or other retirement; (iii) so long as no Default has occurred and is continuing or would result therefrom on a Pro Forma Basis, the prepayment, redemption, defeasance, repurchase or other retirement of Specified Indebtedness Senior Subordinated Notes for an aggregate purchase price since the Effective Date not to exceed the Available Amount; and (iv) any redemption, repurchase, prepayment, defeasance or other retirement of any UK Facility Debt so long as no Default has occurred and is continuing or would result therefrom on a Pro Forma Basis and after giving effect to such extension, renewal or replacement the Borrower shall be in compliance with the proceeds Financial Performance Covenant on a Pro Forma Basis (such covenant to be applied even if no Revolving Loan or Swingline Loan and less than $7.5 million of other Indebtedness permitted under Section 7.03(aLC Exposure is outstanding);.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower No Loan Party will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that: (i) any Subsidiary of a Loan Party or incur any obligation (contingent or otherwise) to do sothe Canadian Borrower, except that (A) the Borrower as applicable, may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Stock) of the Borrower, (B) any Restricted Subsidiary may declare and pay cash dividends or make other distributions with respect of property to its Equity Interesta Loan Party; (ii) as long as no Event of Default specified in SECTION 7.01(c) has occurred (and not been waived) as a result of a material misrepresentation in any Borrowing Base Certificate and no Specified Default then exists or would arise therefrom, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (C) the Borrower Loan Parties may make Restricted PaymentsPayments as follows: (A) if the Payment Conditions are satisfied, not exceeding $5,000,000 during any fiscal year (1) the Loan Parties may make dividends and distributions to their respective direct or indirect parents or holders of the BorrowerLoan Parties’ Capital Stock solely for the purpose of paying scheduled principal payments (including at maturity) due and payable by such Person, pursuant (2) the Loan Parties may make Restricted Payments to the Parent solely for the purpose of paying taxes and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available operating expenses incurred in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise ordinary course of stock options, deferred stock units and restricted shares business by a Subsidiary or Affiliate of a Loan Party but only to the extent such Equity Interests represent a portion Subsidiary or Affiliate has insufficient liquidity or insufficient cash flow to pay such taxes or operating expenses, and (3) the Loan Parties may make payments in respect of Guarantees by the Parent of another Loan Party or any Subsidiary or Affiliate of the exercise price Parent that are due and payable by the Parent; provided that no Restricted Payments may be made under this clause (A) to, or for the account of, the Sponsors, Sponsor Related Parties or any other stockholder of such stock options, deferred stock units or restricted shares the Parent; and (iiB) the Loan Parties may make dividends and distributions to their respective direct or indirect parents or holders of Capital Stock if the Adjusted Payment Conditions are satisfied; (iii) as long as no Enumerated Default or breach of SECTION 6.10 then exists or would arise therefrom, the Loan Parties may make Restricted Payments as follows: (A) the Loan Parties may make dividends and distributions to their respective direct or indirect parents or holders of the Loan Parties’ Capital Stock solely for the purpose of paying scheduled interest payments (including at maturity) due and payable by such Person, and (B) the Loan Parties may make Restricted Payments to the Parent solely for the purpose of paying taxes and operating expenses incurred in the ordinary course of business by the Parent; (iv) (A) the Loan Parties may make Restricted Payments for the purpose of making indemnity payments and reasonable expense reimbursements owing under the Advisory Agreement; and (B) to the extent permitted under SECTION 6.07, the Loan Parties may make Restricted Payments for the purpose of paying amounts (other than amounts described in clause (A) hereof) owing under the Advisory Agreement, as long as no Event of Default specified in SECTION 7.01(c) has occurred as a result of a material misrepresentation in any Borrowing Base Certificate and no Specified Default then exists or would arise therefrom; (v) the Loan Parties may make Permitted Dispositions of the type described, and subject to the limitations contained, in clauses (c), (e), (j), (p), and (t) of the definition thereof; (vi) the Loan Parties may make Restricted Payments from the Designated Account at the times and subject to the limitations set forth in SECTION 6.12; (vii) as long as no Event of Default specified in SECTION 7.01(c) has occurred as a result of a material misrepresentation in any Borrowing Base Certificate and no Specified Default then exists or would arise therefrom, the Loan Parties may make Restricted Payments to the Parent consisting of promissory notes or other instruments received by a Loan Party in connection with the withholding of a portion Permitted Disposition described in clause (e)(i) of the Equity Interests granted or awarded to a director or an employee to pay definition thereof; and (viii) the Loan Parties may make Restricted Payments for the taxes payable by such director purpose of prepaying or employee upon such grant or award, (E) repaying the Borrower may make cash payments in lieu of 2011 Notes and the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) 2013 Notes so long as no Default has occurred and Excess Availability is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed at least $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, 250,000,000 (GA) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis for the Senior Secured Leverage Ratio shall not exceed 2.75 one month prior to 1.00 the date of any such Restricted Payment and (calculated as B) on a projected and pro forma basis for the six months following the date of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)such Restricted Payment. (iib) The Borrower No Loan Party will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (i) Payments in Capital Stock (as long as no Change in Control would result therefrom), payments of interest in-kind or payments from proceeds of Subordinated Indebtedness of the Loan Parties; (ii) as long as the provisions of Exhibit L hereto (or other applicable subordination provisions) are, and the Pro Forma Availability Condition (except with respect to payments of interest) is, then satisfied, payments of principal and interest in respect of any Subordinated Indebtedness; (iii) as long as the Pro Forma Availability Condition is then satisfied (except with respect to payments or prepayments of interest), (A) payments of regularly scheduled principal and interest and principal payments as and when due in respect of any Specified Indebtedness, Permitted Indebtedness (other than payments in respect Indebtedness due to the Parent or any of its Affiliates (other than Indebtedness due to any of the Loan Parties or their Subsidiaries) or Subordinated Indebtedness prohibited by the subordination provisions thereof; Indebtedness) and (B) as long as no Specified Default then exists or would arise therefrom, prepayments of Permitted Indebtedness (other than Indebtedness due to the Parent or any Affiliates (other than Indebtedness due to any of the Loan Parties or their Subsidiaries) or Subordinated Indebtedness); (iv) as long as no Specified Default then exists or would arise therefrom, payments (including prepayments) on account of Permitted Indebtedness due to the Parent or any Affiliate; (v) prepayment in whole or in part of the Term Loan or Permanent Financing Facility from any refinancing of the Term Loan or Permanent Financing Facility not prohibited hereunder; and (vi) refinancings of Specified Indebtedness with to the proceeds of other Indebtedness extent permitted under Section 7.03(a);this Agreement.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower will not, and will not permit None of the Company or any Restricted Subsidiary towill declare, declare make or make, or agree to pay or makepay, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (Ai) the Borrower Company may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Stock) of the Borrowerpermitted hereunder, (Bii) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its capital stock, partnership or membership interests or other similar Equity InterestInterests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (oror its Equity Interests of the relevant class, if not ratably, on a basis more favorable to as the Borrower and the Restricted Subsidiaries)case may be, (Ciii) the Borrower Company may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase acquire Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent options if such Equity Interests represent are transferred in satisfaction of a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (Eiv) the Borrower Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock Equity Interests in the BorrowerCompany, (Fv) the Company 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 Company and the Restricted Subsidiaries; provided, however, that any such permitted amount not utilized in a particular fiscal year may be carried forward and utilized in subsequent fiscal years, (vi) so long as no Default has shall have occurred and is be continuing and the Company shall be in Pro Forma Compliance with the covenant set forth in Section 6.13 after giving effect thereto, the Company may make Restricted Payments in an amount not exceeding the Available Amount and the then available amount of Qualifying Equity Proceeds, in each case, immediately prior to the making of such Restricted Payment in reliance on this clause (vi), (vii) so long as no Default or Event of Default shall have occurred and be continuing, the Borrower Company may declare and make Restricted Payments in respect of Equity Interests of the Company in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock100,000,000, (Gviii) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom and after giving effect thereto, the Leverage Ratio calculated on a Pro Forma Basis shall be not more than 3.50 to 1.00, the Company may make other Restricted Payments, (orix) any Foreign Subsidiary may make Restricted Payments to redeem its outstanding Equity Interests held by minority investors in such Foreign Subsidiary, (x) in the case of a Receivables Subsidiary, to make Restricted Payment that is necessary or advisable (as determined by the Borrower Payments in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as respect of the date Seller’s Retained Interests or other applicable Equity Interests to the definitive acquisition agreements for such Limited Condition Acquisition are entered intoextent of net income or other assets available therefor, (xi) the Company may pay the Special Dividend and (xii) to the extent constituting Restricted Payments, the other Separation Transactions; provided that the baskets in Section 6.09(a)(vi), (vii), (viii), (ix) and (2x) after giving effect to such Restricted Payment shall only be available on and any related transaction on a pro forma basis following the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(aClosing Date). (iib) The Borrower will not, and will not permit None of the Company or any Restricted Subsidiary to, make or agree to will pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Junior Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, defeasance, cancellation or termination of any other Specified Junior Indebtedness, except:except (provided that the baskets in Section 6.09(b)(vi) and (vii) shall only be available on and following the Closing Date): (Ai) payments of regularly scheduled interest and principal payments as and when due in respect of any Specified Junior Indebtedness, and any payments or prepayments in respect of Junior Indebtedness owed by any Loan Party to the Company or any Restricted Subsidiary, in each case other than payments in respect of any Subordinated Junior Indebtedness prohibited by the subordination provisions thereof; ; (Bii) refinancings of Specified Junior Indebtedness with to the proceeds of other Indebtedness extent permitted under Section 7.03(a6.01; (iii) the conversion of any Junior Indebtedness to Equity Interests (other than Disqualified Equity Interests) of the Company; (iv) payments of secured Junior Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Junior Indebtedness in transactions permitted hereunder; (v) payments of or in respect of Junior Indebtedness made solely with Equity Interests in the Company (other than Disqualified Equity Interests); (vi) so long as no Default shall have occurred and be continuing, any payment of or in respect of Junior Indebtedness in an amount not in excess of the Available Amount and the then available amount of Qualifying Equity Proceeds, in each case, immediately prior to the making of such payment in reliance on this clause (vi); and (vii) so long as no Default shall have occurred and be continuing and after giving effect thereto, the Leverage Ratio calculated on a Pro Forma Basis shall be not be more than 3.50 to 1.00, the Company may make other payments of or in respect of Junior Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (Ai) the Borrower may declare and pay dividends with respect to its Equity Interests capital stock payable solely in additional Equity Interests (other than Disqualified Stock) shares of the Borrowerits common stock, (Bii) any Restricted Subsidiary Subsidiaries may declare and pay dividends or make other distributions ratably with respect to its Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries)their capital stock, (Ciii) the Borrower may make Restricted Payments, not exceeding a cumulative aggregate amount of $5,000,000 during any fiscal year of the Borrower, 15,000,000 pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only)its Subsidiaries, (Div) the Borrower may repurchase Equity Interests (i) upon pay the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or awardSpecial Dividend, (Ev) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not from time to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) if no Default shall have occurred and be continuing at the time such Restricted Payment is declared or would result therefrom at the time such Restricted Payment is made (after giving effect thereto) in an aggregate cumulative amount equal to the sum of (x) $300,000,000 and (y) 100% of the aggregate Net Proceeds received by the Borrower from the issuance or sale of its Equity Interests subsequent to December 31, 2003 (other than an issuance or sale to a Subsidiary and other than an issuance or sale to an employee stock ownership plan or to a trust established by the Borrower or any of its Subsidiaries for the benefit of their employees) minus the cumulative aggregate amount of Repurchase Expenditures made in respect of Subordinated Debt or Permitted Subordinated Indebtedness pursuant to clause (v) of Section 6.08(b), (vi) the Borrower may make Restricted Payments from time to time if no Default shall have occurred and be continuing at the time such Restricted Payment is declared or at the time such Restricted Payment is made (and after giving effect thereto) in a cumulative aggregate amount equal to 50% of Adjusted Consolidated Net Income accrued during the period (treated as one accounting period) from December 31, 2003 to the end of the most recent fiscal quarter ending at least 45 days prior to the date of such Restricted Payment (or, in the case such Consolidated Net Income shall be a deficit, minus 100% of a such deficit), provided that no Restricted Payment that may be declared or made in reliance on this clause (vi) at any time when the Leverage Ratio is necessary or advisable greater than 2.00 to 1.00 and (as determined by vii) the Borrower may acquire Equity Interests in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended or options with respect thereto in exchange for which financial statements have been delivered pursuant to Section 7.01(a)Equity Interests in the Borrower or options for Equity Interests in the Borrower. (iib) The Borrower will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (Ai) payments payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01; and (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) the repurchase or redemption of not more than 35% of the initial principal amount of the Subordinated Debt or any future issuance of Permitted Subordinated Indebtedness, in each case with the Net Proceeds received by the Borrower after the Effective Date from issuances (other than payments under employee plans) of shares of its common stock (other than Net Proceeds in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof; which Restricted Payments have been made pursuant to clause (Bv)(y) refinancings of Specified Indebtedness Section 6.08(a)), provided such repurchases or redemptions are effected pursuant to and in accordance with the proceeds terms of the Subordinated Debt Documents or the indentures or other Indebtedness permitted under Section 7.03(a);instruments governing such Permitted Subordinated Indebtedness, as the case may be, and made not later than 90 days after receipt of such Net Proceeds; and (vi) prepayments of Capital Lease Obligations with respect to real estate interests in Stores or with respect to equipment for the purpose of enabling the Borrower or a Subsidiary to acquire such real estate interests or equipment.

Restricted Payments; Certain Payments of Indebtedness. (i) The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (A) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Stock) of the Borrower, (B) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity InterestInterests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (C) the Borrower may make Restricted Payments, not exceeding $5,000,000 30,000,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests Interests (i1) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii2) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount amount, together with payments made pursuant to Section 7.03(h)(ii)(F), not to exceed $80,000,000 100,000,000 in any fiscal year in respect of dividends on the Borrower’s common or preferred stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H‎(H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Net Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to ‎Section 7.01(a) (or, prior to the first delivery pursuant to Section 7.01(a), Section 5.02(d)(i))). (ii) The Borrower will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section ‎Section 7.03(a)(xii), or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (A) payments of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, other than payments in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof; ; (B) refinancings of Specified Indebtedness with the proceeds of other Indebtedness permitted under Section ‎Section 7.03(a); (C) payments of or in respect of Specified Indebtedness solely by issuance of the common stock of the Borrower; (D) payments of or in respect of Specified Indebtedness incurred by any Restricted Subsidiary that is not a Loan Party; (E) other payments of or in respect of Specified Indebtedness; provided that at the time of and immediately after giving effect thereto, (1) no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (2) the amount of such payment shall not exceed the Available Amount as of the date thereof; (F) so long as no Default has occurred and is continuing, other payments of or in respect of Specified Indebtedness in an aggregate amount, together with the Restricted Payments made pursuant to Section 7.03(h)(i)(F), not to exceed $100,000,000 in any fiscal year; (G) other payments of or in respect of Specified Indebtedness; provided that at the time of and immediately after giving effect to any such payment (1) no Unmatured Default or Default shall have occurred and be continuing or would result therefrom and (2) after giving effect to such payment on a pro forma basis the Senior Secured Net Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to ‎Section 7.01(a) (or, prior to the first delivery pursuant to Section 7.01(a), Section 5.02(d)(i))). (iii) The Borrower will not, and will not permit any of the Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any documentation governing Specified Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (ia) The None of Holdings, the Borrower or any other Subsidiary will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, make directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (Ai) the Borrower Holdings may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Stock) of the Borrowerpermitted hereunder, (Bii) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its capital stock, partnership or membership interests or other similar Equity InterestInterests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests Interests, provided that dividends paid by the Borrower to Holdings may only be paid at such times and in such amounts as shall be necessary to permit Holdings to make Restricted Payments permitted to be made by it under this paragraph (or, if not ratablyin the case of dividends declared, on a basis more favorable to or other Restricted Payments irrevocably committed to, by Holdings, permitted at the Borrower and the Restricted Subsidiariestime declared or committed to), (Ciii) the Borrower Holdings may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase acquire Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent options if such Equity Interests represent are transferred in satisfaction of a portion of the exercise price of such stock options, deferred stock units or restricted shares and (iiiv) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower Holdings may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower Holdings in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares Equity Interests in Holdings, and the Borrower may pay cash dividends to Holdings to fund such cash payments (and Holdings may make Restricted Payments to any parent to permit its parent to fund any such payment), (v) the Borrower may pay cash dividends to Holdings (and Holdings may make Restricted Payments to any parent to permit its parent to fund any such payment) and Holdings may use the proceeds to it of common such dividends to (A) make cash Restricted Payments, not exceeding $3,000,000 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 Holdings and the Subsidiaries; provided that Holdings may purchase, redeem or otherwise acquire Equity Interests pursuant to this clause (v)(A) without regard to the restrictions set forth in the proviso above for consideration consisting of proceeds of key man life insurance contributed to the Borrower, (FB) so long as no Default has occurred pay reasonable and is continuingcustomary corporate and operating expenses (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, and compensation, benefits and other amounts payable to officers and employees in connection with their employment in the Borrower ordinary course of business), (C) pay franchise fees or similar taxes and fees required to maintain its corporate existence, and (D) pay director’s fees and expenses, (vi) each Subsidiary may declare and make Restricted Payments in an aggregate amount not payments or other distributions to exceed $80,000,000 in any fiscal year in respect Holdings to permit Holdings (or its direct or indirect parent) to pay taxes on behalf of dividends on the Borrower’s common stockHoldings and its Subsidiaries, (Gvii) so long as no Default has occurred and is continuing as of not later than the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable 30 days after the Effective Date, (as determined by the Borrower in good faithA) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments utilize the proceeds of the Term Loans made on the Effective Date in an amount not in excess of $257,000,000 to exceed the Available Amount pay a dividend to Holdings and (HB) Holdings may utilize the Borrower may proceeds of such dividend to make additional Restricted Payments; , provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in at the case time of a any such Restricted Payment that is necessary or advisable (as determined by and Holdings shall contribute to the common equity capital of the Borrower in good faithany such proceeds received by it and not so utilized by such 30th day to make Restricted Payments, and (viii) for the consummation of a Limited Condition Acquisition, so long as no Default exists as of shall have occurred and be continuing and the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) Borrower shall, after giving effect to any Restricted Payment made in reliance on this clause (viii), be in Pro Forma Compliance with the covenants set forth in Sections 6.12 and 6.13, the Borrower may on any date pay cash dividends to Holdings and Holdings may use the proceeds of such dividends to it to make Restricted Payments in an amount (without duplication), not in excess of the sum of (A) the amount of available Qualifying Equity Proceeds on such date, plus (B) the Available Basket Amount on such date plus (C) if the Leverage Ratio on such date, calculated on a Pro Forma Basis to give effect to any such Restricted Payment, is less than 3.65 to 1.00, the Available ECF Amount on such date. Notwithstanding the foregoing, so long as no Default shall have occurred and be continuing, Holdings and any of the Subsidiaries may make Restricted Payments in any amount at any time if the Leverage Ratio, calculated on a Pro Forma Basis to give effect to any such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 at such time, is less than 2.00 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)1.00. (iib) The None of Holdings, the Borrower or any other Subsidiary will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Junior Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, defeasance, cancellation or termination of any other Specified Junior Indebtedness, except: (Ai) payments of regularly scheduled interest and principal payments as and when due in respect of any Specified Junior Indebtedness, other than payments in respect of any Subordinated Junior Indebtedness prohibited by the subordination provisions thereof; (ii) refinancings of Junior Indebtedness to the extent permitted under Section 6.01; (iii) the conversion of any Junior Indebtedness to Equity Interests (other than Disqualified Equity Interests) of Holdings; (iv) payments of secured Junior Indebtedness that becomes due as a result of the voluntary Disposition of the assets securing such Junior Indebtedness in transactions permitted hereunder; (v) payments of or in respect of Junior Indebtedness made solely with Equity Interests in Holdings (other than Disqualified Equity Interests); and (vi) cash expenditures to purchase, redeem, retire, acquire or defease Junior Indebtedness not in excess, on the date any such expenditure is made, of the sum of (A) the amount of available Qualifying Equity Proceeds on such date, plus (B) refinancings the Available Basket Amount on such date plus (C) if the Leverage Ratio on such date, calculated on a Pro Forma Basis to give effect to any such expenditure, is less than 3.65 to 1.00, the Available ECF Amount on such date. Notwithstanding the foregoing, so long as no Default shall have occurred and be continuing, Holdings and any of Specified the Subsidiaries may make cash expenditures to purchase, redeem, retire, acquire or defease Junior Indebtedness with in any amount at any time if the proceeds of other Indebtedness permitted under Section 7.03(a);Leverage Ratio, calculated on a Pro Forma Basis to give effect to any such purchase, redemption, retirement, acquisition or defeasance at such time, is less than 2.00 to 1.00.

Restricted Payments; Certain Payments of Indebtedness. (ia) The No Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (Ai) the each Borrower may declare and pay dividends with respect to its Equity Interests common stock payable solely in additional Equity Interests shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock; (ii) any Borrower (other than Disqualified Stockthe Company) of the Borrower, (B) any Restricted Subsidiary may declare and pay dividends or make other distributions ratably with respect to its their Equity Interest, or Interests; (iii) any Borrower may make other Restricted Payments in respect to any other Borrower that is its direct parent; (iv) the Company may use the proceeds of the Convertible Notes to (A) repurchase shares of its common Equity InterestsInterests from one or more holders thereof within 30 days of the issuance of such Convertible Notes and (B) purchase the Company Call Options, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (C) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so as long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect or Event of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as or would result therefrom; (v) the Company may settle conversions of the date such dividend is declared Convertible Notes and settle the Dealer Counterparty Warrants in common stock of the Company or in cash solely from amounts the Company receives in settlements under the Company Call Options; and (or, in vi) the case of a Company may make Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, Payments if no Default exists as or Event of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have has occurred and be is continuing or would result therefrom (or, A) in an unlimited amount during any period of time when there are no Revolving Loans outstanding (both immediately before and after giving effect to the case making of a any such Restricted Payment) and (B) in an annual amount not to exceed (1) $50,000,000 if Pro Forma Availability at the time the relevant Restricted Payment that is necessary made is equal to or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) greater than $150,000,000 and (2) after giving effect to such $25,000,000 at any time that either (x) Pro Forma Availability at the time the relevant Restricted Payment is made is less than $150,000,000 but is equal to or greater than $100,000,000 or (y)(I) Pro Forma Availability at the time the relevant Restricted Payment is made is less than $100,000,000 but is equal to or greater than $50,000,000 and any related transaction on a pro forma basis (II) the Senior Secured Leverage Pro Forma Fixed Charge Coverage Ratio shall not exceed 2.75 to 1.00 (calculated as of at the last day of time the fiscal quarter of relevant Restricted Payment is made for the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)Test Period in effect at the time such restricted payment is made is greater than 1.1:1.0. (iib) The No Borrower will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (Ai) payments payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, other than payments in respect of any the Subordinated Indebtedness prohibited by the subordination provisions thereof; (iii) Capital Lease Obligations permitted by Section 6.01(e); and (Biv) refinancings any prepayment of Specified Indebtedness in connection with the proceeds cancellation, termination or unwinding of other any Permitted Commodity Swap Agreement or Swap Agreement permitted pursuant to Section 6.07; and (v) payment of principal and, if applicable, conversion value on any portion of Convertible Notes whose holders exercise any right to put or to cash convert such Indebtedness to any Borrower prior to the maturity of the Convertible Notes to the extent permitted under Section 7.03(a6.08(a);.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Each Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation except: (contingent or otherwisei) to do so, except that (A) the such Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests; (ii) Restricted Subsidiaries may declare and make Restricted Payments with respect to their Equity Interests (provided that if such Restricted Subsidiary is not wholly-owned by the Parent Borrower, such dividends must be made on a pro rata basis to the holders of its Equity Interests or on a greater than ratable basis to the extent such greater payments are made solely to a Restricted Subsidiary); (iii) to the extent constituting Restricted Payments, the Parent Borrower and its Restricted Subsidiaries may enter into transactions expressly permitted by Sections 6.03, 6.04, 6.05 or 6.08; (iv) repurchases by the Parent Borrower of partial interests in its Equity Interests for nominal amounts which are required to be repurchased in connection with the exercise of stock options or warrants to permit the issuance of only whole shares of Equity Interests; (v) the Parent Borrower may pay for the repurchase, retirement or other than Disqualified Stock) acquisition or retirement for value of Equity Interests of the BorrowerParent Borrower (including related stock appreciation rights or similar securities) held by any future, present or former director, officer, member of management, employee or consultant of the Parent Borrower or any of its Subsidiaries (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing); provided that (A) at the time of any such repurchase, retirement or other acquisition or retirement for value no Default has occurred and is continuing or would result therefrom, (B) the aggregate amount of Restricted Payments made under this clause (v) in any Restricted Subsidiary may declare and pay dividends or make other distributions with respect fiscal year does not exceed (x) $20,000,000 (the “Yearly Limit”) plus (y) the portion of the Yearly Limit from each of the immediately preceding four fiscal years (not including any fiscal year ending prior to its Equity Interest, or make other 2018) which was not expended by the Parent Borrower for Restricted Payments in respect such fiscal years (the “Carryover Amount” and in calculating the Carryover Amount for any fiscal year, the Yearly Limit applicable to the previous fiscal years shall be deemed to have been utilized first by any Restricted Payments made under this clause (v) in such fiscal year) plus (z) an amount equal to the cash proceeds from the sale of Equity Interests to directors, officers, members of management, employees or consultants of the Parent Borrower or of its Equity InterestsSubsidiaries (or the estate, heirs, family members, spouse or former spouse of any of the foregoing) in each case ratably to such fiscal year; (vi) the holders repurchase of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (C) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Parent Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) that occurs upon the cashless exercise of stock options, deferred stock units and restricted shares to warrants or other convertible securities as a result of the extent Parent Borrower accepting such Equity Interests represent a portion options, warrants or other convertible securities as satisfaction of the exercise price of such stock options, deferred stock units or restricted shares and Equity Interests; (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (Evii) the Parent Borrower and any Restricted Subsidiary may make pay cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with (i) any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) or (ii) the exercise of warrants, options or other securities convertible into or exchangeable for shares Equity Interests of common stock the Parent Borrower or any of its Subsidiaries; (viii) repurchase of Equity Interests deemed to occur upon the non-cash exercise of Equity Interests to pay Taxes; (ix) the Parent Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed the Available Amount; provided that (A) no Event of Default shall exist or result therefrom and (B) the Parent Borrower shall be in compliance with the Financial Covenant on a Pro Forma Basis for the most recently ended Test Period, in each case determined, at the election of the Parent Borrower, at the time of (x) declaration of such Restricted Payment or (y) the making or consummation, as applicable, of such Restricted Payment; (x) the Parent Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount in any fiscal year not to exceed the greater of $400,000,000 and 23.0% of Adjusted EBITDA (in each case as determined at the time any such Restricted Payment is made (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period on or prior to the date of determination), it being agreed that the Parent Borrower shall be permitted to carry forward unused amounts to subsequent fiscal years (beginning with unused amounts in the Borrowerfiscal year ending June 30, (F) so long 2018); provided that as no Default has occurred of the date of any such Restricted Payment and is continuingafter giving effect thereto, the Parent Borrower shall be in compliance with the Financial Covenant on a Pro Forma Basis for the most recently ended Test Period and no Event of Default shall exist or result therefrom; (xi) the Parent Borrower and its Restricted Subsidiaries may declare make Restricted Payments if the Total Net Leverage Ratio on a Pro Forma Basis as of the end of the most recent Test Period is less than or equal to 3.25:1.00; provided that no Event of Default shall exist or result therefrom; (xii) the Parent Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing 500,000,000; provided that as of the date of any such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisitionand after giving effect thereto, no Event of Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the shall exist or result therefrom; (xiii) any Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time amount of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined Excluded Contributions previously received by the Parent Borrower in good faithNot Otherwise Applied; (xiv) for the consummation of a Limited Condition Acquisition, no Default exists as repurchases of the date Parent Borrower’s Class A common stock pursuant to the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as share repurchase authorization described in that certain Form 8-K of the last day of Parent Borrower dated August 13, 2015 and the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a).Parent Borrower’s share repurchase program referenced therein; and (iib) The Each Borrower will not, and nor will not it permit any of its Restricted Subsidiary Subsidiaries to, make or agree to pay or makeany payment, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal any purchase, redemption, retirement, acquisition, cancellation or termination of or interest on any Junior Indebtedness permitted by Section 7.03(a)(xiiprior to the scheduled maturity thereof (it being understood that payments of regularly scheduled principal, interest, mandatory prepayments, mandatory offers to purchase, fees, expenses and indemnification obligations shall be permitted) (such Indebtedness, collectively, “Restricted Indebtedness”), or any other payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Indebtedness or any other Specified Indebtednesspayment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (Ai) refinancings of Restricted Indebtedness to the extent permitted by Section 6.01; (ii) payments of regularly scheduled interest and principal payments as and when due or other distributions in respect of any Specified principal or interest on, or payment or other distribution on account of the purchase, redemption, retirement, acquisition, cancellation or termination of, Restricted Indebtedness, if the Total Net Leverage Ratio on a Pro Forma Basis as of the end of the most recent Test Period is less than or equal to 3.50:1.00 and no Event of Default shall exist or would result from the making of such payment or distribution; (iii) payments or other than payments distributions in respect of the purchase, redemption, retirement, acquisition, cancellation or termination of, Restricted Indebtedness, in an aggregate amount not to exceed in any Subordinated Indebtedness prohibited by fiscal year the subordination provisions thereofgreater of $25,000,000 and 1.5% of Adjusted EBITDA (as determined at the time any such payment or distribution is made (calculated on a pro forma Basis) as of the last day of the most recently ended Test Period on or prior to the date of determination) (it being understood that the Parent Borrower shall be permitted to carry forward unused amounts to subsequent fiscal years); provided that at the time of any such payment or other distribution, no Event of Default shall exist or would result therefrom; (iv) payments or other distributions in respect of the purchase, redemption, retirement, acquisition, cancellation or termination of, Restricted Indebtedness, in an aggregate amount not exceed to the Available Amount; provided that as of the date of any such payment and after giving effect thereto (A) subject to Section 1.03, no Event of Default shall exist or would result therefrom and (B) refinancings of Specified Indebtedness the Parent Borrower shall be in compliance with the proceeds Financial Covenant on a Pro Forma Basis for the most recently ended Test Period; provided, that notwithstanding the foregoing, the absence of other an Event of Default under Section 8.01(a) or (b), or, solely with respect to any Borrower, Section 8.01(g) or (h) shall be a condition to the consummation of any such purchase, redemption, retirement, acquisition, cancellation or termination; (v) payment-in-kind interest with respect to Restricted Indebtedness permitted under Section 7.03(aby this Agreement; (vi) payments as part of an “applicable high yield discount obligation” catch up payment with respect to Restricted Indebtedness permitted by this Agreement; (vii) the conversion of any Restricted Indebtedness to Equity Interests (other than Disqualified Equity Interests) or the prepayment of Restricted Indebtedness in an amount not to exceed the amount of Excluded Contributions previously received by the Parent Borrower; and (viii) payments or other distributions in respect of the purchase, redemption, retirement, acquisition, cancellation or termination of, Restricted Indebtedness, in an aggregate amount not to exceed the greater of $25,000,000 and 1.5% of Adjusted EBITDA (as determined at the time any such payment or other distribution is made (calculated on a pro forma basis) as of the last day of the most recently ended Test Period on or prior to the date of determination);; provided that at the time of any such payment or other distribution, no Event of Default shall exist or would result therefrom. Notwithstanding the foregoing, the making of any dividend, payment or other distribution or the consummation of any irrevocable redemption within 180 days after the date of declaration of such dividend, payment or other distribution or giving of the redemption notice, as applicable, will not be prohibited if, at the date of declaration or notice such dividend, payment or other distribution or redemption would have complied with the terms of this Agreement.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Neither Holdings nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that except: (Ai) each of Holdings and the Borrower may declare and pay dividends with respect to its Equity Interests common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock; (ii) Subsidiaries may declare and pay dividends ratably with respect to their capital stock, membership or partnership interests or other similar Equity Interests Interests; (other than Disqualified Stockiii) of Holdings may (or may make Restricted Payments to allow a Parent to) purchase or redeem (and the Borrower, (B) any Restricted Subsidiary Borrower may declare and pay dividends or make other distributions with respect to its Holdings, the proceeds of which are used by Holdings or a Parent to purchase or redeem) Equity InterestInterests of Holdings or a Parent (x) acquired by employees, consultants or make other Restricted Payments directors of Holdings, the Borrower or any Subsidiary upon such Person’s death, disability, retirement or termination of employment, provided that the aggregate amount of such purchases or redemptions under this clause (iii)(x) shall not exceed $15,000,000 in respect of its Equity Interestsany fiscal year (and, in each case ratably to the holders extent that the aggregate amount of purchases or redemptions made in any fiscal year pursuant to this clause (iii)(x) is less than $15,000,000, the amount of such Equity Interests difference may be carried forward and used for such purpose in the following fiscal year) and $40,000,000 in the aggregate and (or, if not ratably, on a basis more favorable y) in connection with Holdings’ stock repurchase program announced prior to the Borrower and Original Effective Date authorizing the Restricted Subsidiaries), repurchase shares of Holdings’ common stock for aggregate consideration not to exceed $55,000,000; (Civ) the Borrower may make Restricted PaymentsPayments to Holdings to be used by Holdings solely to pay (or to make Restricted Payments to allow a Parent to pay) its franchise taxes and other fees required to maintain its corporate existence and to pay for general corporate and overhead expenses (including salaries and other compensation of employees) and other expenses in its capacity as the parent of Borrower incurred by Holdings or a Parent in the ordinary course of its business, provided that such Restricted Payments shall not exceeding exceed $5,000,000 during in any fiscal year year; (v) the Borrower may make Restricted Payments to Holdings in an amount necessary to enable Holdings to pay (or make Restricted Payments to allow a Parent to pay) the Taxes directly attributable to (or arising as a result of) the operations of the Borrowera Parent, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings, the Borrower and the Restricted Subsidiaries Subsidiaries, provided that (with any unused amount available in the following fiscal year only), (DA) the amount of any such Restricted Payments pursuant to this clause (v) shall not exceed the amount of such Taxes that Borrower may repurchase and/or its Subsidiaries, as applicable, would have paid had Borrower and/or its Subsidiaries, as applicable, been a stand-alone taxpayer (or a stand-alone group) and (B) all Restricted Payments made to Holdings or a Parent pursuant to this clause (v) are used by Holdings or a Parent for the purposes specified herein within 90 days of the receipt thereof; (vi) cashless repurchases of Equity Interests (i) of Holdings deemed to occur upon the exercise of stock optionsoptions or warrants or upon vesting of common stock, deferred stock units and restricted shares to the extent if such Equity Interests represent a portion of the exercise price or withholding obligations of such stock options, deferred stock units warrants or restricted shares and common stock; (iivii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, [reserved]; (Eviii) the Borrower may make Restricted Payments to Holdings to pay management, consulting and advisory fees to any Sponsor or Sponsor Affiliate to the extent permitted by Section 6.09; (ix) the Borrower may make Restricted Payments to Holdings in an amount necessary to permit Holdings to pay (or to make Restricted Payments to allow a Parent to pay) interest in cash payments (including interest previously paid “in lieu kind” or added to the principal amount thereof) and, with respect to subclause (x) of this Section 6.08(a)(ix) only, principal in cash on (x) [reserved] or (y) additional Qualified Holdings Discount Debt, but, in the case of this clause (y), only to the extent the proceeds (together with a pro rata portion of related transaction expenses paid from such proceeds) of such additional Qualified Holdings Discount Debt were used to make Capital Expenditures (without giving effect to the proviso in the definition of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrantsterm “Capital Expenditures”), options prepay Tranche B Term Loans, make Investments pursuant to Section 6.04(xvii) or other securities convertible into repay, redeem, defease or exchangeable for shares of common stock in the Borrowerotherwise refinance any Qualified Holdings Discount Debt previously issued hereunder or were Otherwise Applied, provided that (FA) so long as no Default has occurred and is continuingcontinuing or would result therefrom and (B) all Restricted Payments made pursuant to this clause (ix) are used by Holdings or a Parent for the purposes specified herein within 20 days of receipt thereof; (x) the Borrower and the Subsidiaries may make additional Restricted Payments (and Holdings may make Restricted Payments with such amounts received from the Borrower) in an aggregate amount not exceeding the Available Amount immediately prior to the time of the making of such Restricted Payment; provided that (A) immediately prior to and after giving effect to such Restricted Payment, the Borrower is in compliance with the Financial Performance Covenant and (B) no Default has occurred and is continuing or would result therefrom; (xi) the Borrower may declare and make Restricted Payments to Holdings to pay any non-recurring fees, cash charges and cost expenses incurred in connection with the issuance of Equity Interests or Indebtedness, in each case only to the extent that such transaction is not consummated; (xii) the Borrower and its Subsidiaries may make additional Restricted Payments (and Holdings may make Restricted Payments with such amounts received from the Borrower) in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect 50,000,000; provided that no Default or Event of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as or would result therefrom; (xiii) Holdings may make Restricted Payments with the Net Proceeds received by Holdings from any issuance of any Equity Interests (or capital contribution in respect thereof) or Qualified Holdings Discount Debt to the date extent such dividend is declared (or, in the case of a Restricted Payment that is necessary Net Proceeds are not contributed or advisable (as determined otherwise received by the Borrower in good faith) for or any of the consummation of a Limited Condition Acquisition, Subsidiaries; provided that no Default exists as or Event of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), Default has occurred and is continuing or would result therefrom; and (xiv) the Borrower and its Subsidiaries may make additional Restricted Payments in an amount not to exceed the Available Amount (and (H) the Borrower Holdings may make additional Restricted PaymentsPayments with such amounts received from the Borrower); provided that at the time (x) no Default or Event of Default has occurred and immediately is continuing or would result therefrom and (y) on a Pro Forma Basis, after giving effect to any such Restricted Payment referred pursuant to in this clause (Hxiv), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall does not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)1.00. (iib) The Borrower will not, and not nor will not it permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)on, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of, any Subordinated Indebtedness (other than intercompany loans among Subsidiaries and the Borrower) or Permitted Debt Securities issued pursuant to Section 6.01(xvii) (other than Permitted Secured Notes (x) that are secured by Liens subject to the First Lien Intercreditor Agreement or (y) the proceeds of any other which are used to repay Term Loans) (“Specified Indebtedness”), except: (Ai) payments payment of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, other than payments than, in respect the case of any Subordinated Indebtedness Indebtedness, as prohibited by the subordination provisions thereof; ; (ii) the conversion or exchange of any Specified Indebtedness into, or redemption, repurchase, prepayment, defeasance or other retirement of any such Indebtedness with the Net Proceeds of the issuance by Holdings or a Parent of, (A) Equity Interests (or capital contributions in respect thereof) of Holdings or a Parent after the Original Effective Date to the extent not Otherwise Applied or (B) refinancings Qualified Holdings Discount Debt, plus any fees and expenses in connection with such conversion, exchange, redemption, repurchase, prepayment, defeasance or other retirement; (iii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the prepayment, redemption, defeasance, repurchase or other retirement of Specified Indebtedness for an aggregate purchase price not to exceed the Available Amount; and (iv) refinancings of Indebtedness to the extent the Indebtedness being incurred in connection with the proceeds of other Indebtedness such refinancing is permitted under by Section 7.03(a);6.01.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower will not, and nor will not it permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation except (contingent or otherwise) to do so, except that (Ai) the Borrower may declare and pay dividends with respect to its Equity Interests capital stock payable solely in additional Equity Interests (other than Disqualified shares of Common Stock or warrants to purchase its Common Stock) of the Borrower, (Bii) any Restricted Subsidiary Subsidiaries may declare and pay dividends or make other distributions ratably with respect to its Equity Interest, their capital stock; provided that no distribution referred to in this clause (ii) shall be permitted to be made by any Special Purpose Subsidiary if any Default or make other Restricted Payments in respect Event of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower Default shall have occurred and the Restricted Subsidiaries)be continuing or would result therefrom, (Ciii) the Borrower may make Restricted Payments, not exceeding $5,000,000 1,000,000 during any fiscal year year, and at such times as shall be necessary in order to provide Holdings an amount of the Borrower, cash sufficient to enable Holdings to make payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) following the Restricted Subsidiaries (with any unused amount available in end of the following fiscal year only)of the Borrower ending December 31, (D) 2001, and following the end of each subsequent fiscal year, the Borrower may repurchase Equity Interests make Restricted Payments with respect to its Capital Stock in an amount not in excess of 50% of Excess Cash Flow for such fiscal year, provided that the prepayments required by Section 2.09(c) have previously been made and (iv) upon any Auction Subsidiary may make Restricted Payments to THC with respect to its preferred stock and its Capital Stock, (vi) following the exercise end of stock optionsthe fiscal year of the Borrower ending December 31, deferred stock units and restricted shares 2000, the Borrower may make Restricted Payments with respect to its Capital Stock in aggregate amount not to exceed the amount of any proceeds of the Lucent Financing contributed to the extent Borrower as a capital contribution in an amount not in excess of Excess Cash Flow generated after the date such Equity Interests represent a portion capital contribution first occurs or, if greater, an amount not in excess of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay Excess Cash Flow for the taxes payable fiscal year most recently ended, provided that the prepayments required by such director or employee upon such grant or awardSection 2.09(c) have previously been made, (Evii) the Borrower may make cash payments in lieu Restricted Payments with respect to its Capital Stock to fund the obligations of Holdings to make repurchase, redeem, acquire or retire for value any Capital Stock of Holdings held by any member or former member of the issuance management of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrantsand its Subsidiaries pursuant to any management equity subscription agreement, options stock option agreement restricted stock agreement, put agreement or other securities convertible into or exchangeable for shares of common stock in the Borrowersimilar arrangements, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1i) no Event of Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2ii) after giving effect to the aggregate amount of such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio Payments shall not exceed 2.75 to 1.00 (calculated as $10,000,000 in any fiscal year of the last day Borrower, provided further that up to an aggregate of the $20,000,000 of unused amounts of permitted Restricted payments during one or more fiscal quarter of years may be carried forward to one or more future fiscal years and (viii) the Borrower then most recently ended may make Restricted Payments with respect to its Capital Stock for which financial statements have been delivered pursuant to Section 7.01(a)any other purpose not exceeding $10,000,000 during any fiscal year. (iib) The Borrower will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, cash securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (Ai) payments payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Specified IndebtednessIndebtedness permitted by Section 6.01(a), other than (x) payments in respect of any the Subordinated Indebtedness Debt prohibited by the subordination provisions thereof; , (By) payments in respect of the Series A Bonds or the Series B Bonds prohibited by the proviso in 6.01(a)(v) and (z) payments in respect of the subordinated Indebtedness permitted by Section 6.01(a)(xv) prohibited by the subordination provisions thereof or prohibited by clause (ii) of the proviso of such Section; (iii) refinancings of Specified Indebtedness to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness permitted by Section 6.01(a) that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) mandatory prepayments of the Series A Bonds as a result of the issuance of equity securities by the Holdings with up to 50% of the net cash proceeds of any such issuance; provided, that, no prepayment of the Series A Bonds will be made in connection with (i) sales of stock necessary to provide the initial $128,000,000 of cash equity capitalization of the Borrower or, if the Supplemental Closing (as defined in the Securities Purchase Agreement) occurs, the initial $133,000,000 of cash equity capitalization of the Borrower and (ii) the issuance by the Borrower of approximately $39,996,000 of stock to AW and approximately $39,996,000 of stock to other Equity Participants in connection with the proceeds San Xxxx Acquisition; (vi) mandatory prepayments of other the Series B Bonds in accordance with the terms of Section 10.5 of the Lucent Note Purchase Agreement; and (vii) prepayments of Indebtedness permitted under Section 7.03(a);assumed in connection with the Indus Acquisition, the Airadigm Acquisition and the Black Label Acquisition.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower will not, and nor will not it permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (Ai) the Borrower may declare and pay dividends with respect to its Equity Interests capital stock payable solely in additional Equity Interests (other than Disqualified Stock) shares of the Borrowerits common stock, (Bii) any Restricted Subsidiary Subsidiaries may declare and pay dividends or make other distributions ratably with respect to its Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries)their capital stock, (Ciii) the Borrower may make Restricted Payments, Payments not exceeding $5,000,000 4,000,000 during any fiscal year of the Borroweryear, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only)its Subsidiaries, (Div) the Borrower may pay dividends to a direct or indirect parent company at such times and in such amounts, not exceeding $2,000,000 during any fiscal year, as shall be necessary to permit such direct or indirect parent company to pay reasonable administrative expenses incurred in the ordinary course of its business, (v) Borrower may make Restricted Payments not exceeding $5,000,000 in any fiscal year or $20,000,000 in the aggregate from the Effective Date, to repurchase Equity Interests in the Borrower owned by employees or former employees of the Borrower or the Subsidiaries pursuant to the terms of agreements (iincluding employment agreements) upon with such employees, (vi) any Restricted Subsidiary may make Restricted Payments to any Restricted Subsidiary or the Borrower, to pay any Tax with respect to income attributable to the party making such Restricted Payments as the result of such party being a member of a consolidated, affiliated or unitary group (for tax purposes) that includes the Borrower as its parent, (vii) [reserved], (viii) payments made by the Borrower or any Restricted Subsidiary in respect of withholding or similar Taxes payable by any employee, director, manager or consultant and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock optionsoptions not exceeding $1,000,000 in any fiscal year of the Borrower, deferred (ix) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (ix) and any prepayments of Indebtedness made pursuant to Section 6.08(b)(vii) not to exceed (A) if the Tier 1 Condition is satisfied, $7,500,000, plus (B) if the Tier 2 Condition is satisfied, $7,500,000; provided that any Restricted Payment otherwise permitted by clause (iii) and clauses (v) through (ix) above shall not be permitted if at the time thereof and after giving effect thereto a Default shall have occurred and be continuing and (x) repurchases of Equity Interests deemed to occur upon exercise of stock units and restricted shares to the extent options or warrants if such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)warrants. (iib) The Borrower will not, and nor will not it permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest or premium on any Indebtedness permitted by Section 7.03(a)(xii(other than Indebtedness secured on a first lien basis), or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (Ai) payments payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments and any mandatory prepayments and mandatory offers to purchase (including any premiums required under the documents governing such Indebtedness), in each case as and when due (or thereafter) in respect of any Specified Indebtedness (including, without limitation, any regularly scheduled interest payments which the Borrower or such Restricted Subsidiary may elect to pay in cash or by the issuance of additional Indebtedness), other than payments in respect of any the Subordinated Indebtedness Debt prohibited by the subordination provisions thereof; ; (Biii) refinancings of Specified Indebtedness to the extent that the Indebtedness incurred to refinance such other Indebtedness is permitted under Section 6.01; (iv) refinancings of Indebtedness with the proceeds Net Proceeds of any issuance of Equity Interests by the Borrower to any Person other than the Borrower or any Restricted Subsidiary; (v) payment of Secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (vi) payment of Indebtedness permitted under Section 7.03(a6.01(iii);; and (vii) other payments in an aggregate amount taken together with all other payments made pursuant to this clause (vii) and any Restricted Payments made pursuant to Section 6.08(a)(ix) not to exceed (A) if the Tier 1 Condition is satisfied, $7,500,000, plus (B) if the Tier 2 Condition is satisfied, $7,500,000.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower will not, and will not permit any Restricted of the Subsidiary Loan Parties to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except except, to the extent that no Default has occurred and is continuing or would result therefrom: (Ai) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Stock) of the Borrowersame class; (ii) the Borrower may declare and pay cash dividends with respect to any outstanding shares of Series A Preferred Stock, provided that the aggregate amount of such cash dividends paid by the Borrower from the Effective Date to July 1, 2003 shall not exceed the sum of (A) $21,000,000 plus (B) any Restricted Excess Cash Flow for the fiscal year ending December 31, 2002 plus (C) the Net Proceeds received by the Borrower in respect of the issuance by the Borrower of additional Equity Interests to the extent not otherwise used for Permitted Acquisitions or the purchase, redemption or retirement of the 2008 Subordinated Notes pursuant to clause (v) of Section 6.08(b); (iii) Subsidiary Loan Parties may declare and pay dividends or make other distributions ratably with respect to its Equity Interest, or make other Restricted Payments in respect of its their Equity Interests, in each case ratably to the holders of such Equity Interests ; (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (Civ) the Borrower may make Restricted Payments, not exceeding $5,000,000 500,000 during any fiscal year of the Borroweryear, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries its Subsidiaries; (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (Ev) the Borrower may make cash payments in lieu Restricted Payments for the purpose of purchasing, redeeming or refinancing the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock Series A Preferred Stock in an amount not exceeding $11,000,000 (it being understood and agreed that any shares of Series A Preferred Stock purchased or redeemed pursuant to this clause (v) shall immediately be canceled by the Borrower, ); and (Fvi) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount cash, not to exceed exceeding $80,000,000 in any fiscal year in respect 15,000,000, for the purpose of dividends on purchasing or redeeming shares of the Borrower’s 's common stock; provided that if the Total Leverage Ratio shall be less than 4.50 to 1.00, (G) so long as no Default has occurred and is continuing as of the date on a pro forma basis after giving effect to such dividend is declared (orRestricted Payment, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), then the Borrower may make additional Restricted Payments in an amount not pursuant to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1vi) no Default shall have occurred and be continuing or would result therefrom (or, in excess of $15,000,000; provided further that the case aggregate amount of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to all such Restricted Payment and any related transaction Payments pursuant to this clause (vi) on a pro forma cumulative basis after April 30, 2003 during the Senior Secured Leverage Ratio term of this Agreement shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)$30,000,000. (iib) The Borrower will not, and nor will not it permit any Restricted Subsidiary Loan Party to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation or termination of any other Specified Indebtedness, except: (Ai) payments payment or prepayment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness permitted by Section 6.01; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) payments, other than in an aggregate amount not to exceed the sum of (A) the Net Proceeds received by the Borrower in respect of the issuance by the Borrower of additional Equity Interests to the extent not otherwise used for Permitted Acquisitions or the payment of cash dividends in respect of the Series A Preferred Stock pursuant to clause (ii) of Section 6.08(a) plus (B) Excess Cash Flow for each fiscal year beginning with the fiscal year ending December 31, 2003, to the extent not otherwise used to prepay Term Borrowings in accordance with Section 2.10(d), or for the purpose of purchasing, redeeming or retiring the 2008 Subordinated Notes or Permitted Subordinated Debt (it being understood and agreed that any 2008 Subordinated Notes or Permitted Subordinated Debt purchased pursuant to this clause (v) shall immediately be canceled by the Borrower); (vi) purchase of 2008 Subordinated Notes accepted for payment pursuant to the Debt Tender Offer on April 30, 2003 (it being understood and agreed that any 2008 Subordinated Notes purchased pursuant to this clause (vi) shall immediately be canceled by the Borrower); and (vii) payments in respect of the purchase, redemption or retirement of any 2008 Subordinated Indebtedness prohibited by the subordination provisions thereof; (B) refinancings of Specified Indebtedness Notes that remain outstanding after April 30, 2003, with the proceeds of other Indebtedness the Tranche C Term Loans (it being understood and agreed that any 2008 Subordinated Notes purchased pursuant to this clause (vii) shall immediately be canceled by the Borrower); provided that proceeds of the Tranche C Term Loans in an amount equal to or greater than the cumulative amount of such payments (minus any amounts released from such escrow upon the request of the Borrower to be used for purposes permitted under Section 7.03(a5.11 (other than the purchase, redemption or retirement of any 2008 Subordinated Notes pursuant to this clause (vii);), which amounts shall be released promptly by the Administrative Agent unless an Event of Default has occurred or is continuing) shall have been deposited in an account maintained by the Administrative Agent on April 30, 2003 and shall remain in escrow prior to such purchase, redemption or retirement; provided further that the Borrower will not be required to deposit into escrow any proceeds of the Tranche C Term Loans pursuant to this clause (vii) if the aggregate principal amount of the 2008 Subordinated Notes outstanding on April 30, 2003 is not more than $19,000,000.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower Loan Parties will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation except: (contingent or otherwise) to do so, except that (Ai) the Borrower Loan Parties may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Stock) their equity interests to any Loan Party which is a Subsidiary of any of the Borrower, (B) any Restricted Subsidiary may declare and pay dividends Borrowers whether or make other distributions with respect to its Equity Interest, not a Default or make other Restricted Payments in respect Event of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (C) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and Default exists; (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so as long as no Default has occurred or Event of Default exists and is continuing, the Loan Parties may make distributions to the Lead Borrower to the extent necessary to pay indemnities, accounting, legal and other professional fees, and other similar general and administrative expenses incurred by the Lead Borrower for itself and the Loan Parties; (iii) the Loan Parties may make distributions to the Lead Borrower to the extent necessary to pay corporate taxes incurred by the Lead Borrower for itself and the Loan Parties; and (iv) the Lead Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of pay dividends on the Borrower’s and/or repurchase its outstanding common stock, (G) so long as provided that no Default has occurred or Event of Default shall exist or shall result after giving effect thereto and is continuing as further provided that (A) Excess Availability (after satisfaction of the date such dividend is declared (or, requirements set forth in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faithSection 7.11 herein) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments shall be in an amount not greater than or equal to exceed forty percent (40%) of the Available Amount Borrowing Base, both before and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H)thereto, (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction calculated on a pro forma basis for the Senior Secured Leverage following twelve month period, (B) the Lead Borrower delivers to the Agents an officers' certificate which certifies that the Lead Borrower is solvent both before and after giving effect thereto, and (C) the Lead Borrower delivers to the Agents an officers' certificate which demonstrates, in form satisfactory to the Agents, that the Fixed Charge Coverage Ratio shall not exceed 2.75 to 1.00 for the period of four (calculated as of the last day of the 4) consecutive fiscal quarter of the Borrower then quarters most recently ended for which financial statements have been delivered pursuant prior to Section 7.01(a)any such repurchase is greater than 1.10 to 1.00. (iib) The Borrower Loan Parties will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, cash securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (Ai) payments due from time to time hereunder; (ii) payment of the Indebtedness of the Borrowers incurred in connection with the Existing Credit Agreement; and (iii) payments of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, other than payments in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof; (B) refinancings of Specified Indebtedness with the proceeds of other Indebtedness permitted under Section 7.03(a);7.1.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Neither Holdings nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (Ai) the Borrower Holdings may declare and pay dividends or distributions with respect to its Equity Interests payable solely in additional Equity Interests of Holdings, (other than Disqualified Stockii) Subsidiaries of the Borrower, (B) any Restricted Subsidiary Borrower may declare and pay dividends or make other distributions ratably with respect to its Equity Interest, or make other Restricted Payments in respect of its their Equity Interests, in each case ratably to the holders (iii) provided no Default or Event of such Equity Interests (orDefault is continuing or would result therefrom, if not ratably, on a basis more favorable to the Borrower Holdings and the Restricted Subsidiaries), (C) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings, the Borrower and its Subsidiaries; provided that the Restricted Subsidiaries (amount thereof, taken together with any unused payments or transfers of cash, assets or debt securities pursuant to clause (e) of Section 6.09, do not exceed $5,000,000 in any fiscal year, (iv) provided no Default or Event of Default is continuing or would result therefrom, the Borrower may make Restricted Payments to Holdings, and Holdings may, in turn, make such Restricted Payments to the Parent in an aggregate amount available per fiscal year not to exceed the Borrower’s Portion of Excess Cash Flow for the immediately preceding fiscal year less the amount of other Designated Excess Cash Expenditures made with such Borrower’s Portion of Excess Cash Flow for such immediately preceding fiscal year; provided that the proceeds of such Restricted Payments are used (x) to effect Specified Investments, (y) to pay interest on Restructuring Notes or Additional Notes (provided, however, that any such dividends or distributions relating to any such cash interest payment must be paid not earlier than ten Business Days prior to the date when such cash interest is required to be paid by the Ultimate Parent and the proceeds must (except to the extent prohibited by applicable subordination provisions) be applied by the Ultimate Parent, to the payment of such interest when due) or (z) at any time on or after the second anniversary of the Closing Date and so long as the Ultimate Parent Leverage Ratio is less than or equal to 3.00 to 1.00, to effect repurchases of Restructuring Notes or Additional Notes, (v) Restricted Payments in amounts as shall be necessary to make Tax Payments; provided that all Restricted Payments made pursuant to this clause (v) are used by the Parent or Holdings for the purpose specified in this clause (v) within 30 days of receipt thereof, (vi) provided no Default or Event of Default is continuing or would result therefrom, the Borrower may from time to time pay cash dividends or distributions to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends or distributions to the Parent, in each case in an amount not in excess of the regularly scheduled cash interest payable on the Restructuring Notes (or any Additional Notes incurred to refinance such Restructuring Notes) during the next period of ten Business Days, provided, however, that (A) any such dividends or distributions relating to any such cash interest payment must be paid not earlier than ten Business Days prior to the date when such cash interest is required to be paid by the Ultimate Parent and the proceeds must (except to the extent prohibited by applicable subordination provisions) be applied by the Ultimate Parent, to the payment of such interest when due, (B) to the extent the amount of any such dividend or distribution together with the aggregate amount of other dividends or distributions made pursuant to this clause (vi) during the then current fiscal year exceeds the Ultimate Parent Annual Cash Interest Amount for such fiscal year, such excess amount shall (x) reduce the amount of Restricted Payments permitted pursuant to clause (iv) above, the amount of Optional Repurchases of other Indebtedness permitted under Section 6.08(b)(vi) and the amount of Investments permitted under Sections 6.04(f) and 6.04(l), in each case, during the following fiscal year only), (D) of the Borrower may repurchase Equity Interests based on the Borrower’s Portion of Excess Cash Flow with respect to the Excess Cash Flow in respect of the then current fiscal year and (iy) upon only be permitted to be paid to the exercise of stock options, deferred stock units extent Restricted Payments are not otherwise permitted to be paid under this Section for such purpose at such time and restricted shares to the extent such Equity Interests represent a portion amount does not exceed the amount of the exercise price anticipated Borrower’s Portion of such stock options, deferred stock units or restricted shares Excess Cash Flow with respect to the Excess Cash Flow in respect of the then current fiscal year of the Borrower (to be calculated and evidenced in a manner reasonably satisfactory to the Administrative Agent) and (iiC) the Borrower and its Subsidiaries shall be in connection with Pro Forma Compliance after giving effect to the withholding payment of a portion of the Equity Interests granted any such dividends or awarded distributions pursuant to a director or an employee to pay for the taxes payable by such director or employee upon such grant or awardthis clause (vi), (Evii) the Borrower may make cash payments Restricted Payments to Holdings, and Holdings may, in lieu turn, make such Restricted Payments as part of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, Shared Services Transactions and (Fviii) so long as provided no Default has occurred and or Event of Default is continuingcontinuing or would result therefrom, the Borrower may declare and make Restricted Payments to Holdings, and Holdings may, in turn, make such Restricted Payments to the Parent in an aggregate amount not to exceed $80,000,000 in 5,000,000 during any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a). (iib) The Holdings and the Borrower will not, and nor will not they permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (Ai) payments payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, other than payments in respect of any Subordinated subordinated Indebtedness to the extent prohibited by the subordination provisions thereof; ; (Biii) refinancings of Specified Indebtedness with to the proceeds extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) prepayment of Capital Lease Obligations in an aggregate cumulative amount from and after the Closing Date not exceeding $5,000,000; (vi) provided no Default or Event of Default is continuing or would result therefrom, Optional Repurchases of other Indebtedness involving cumulative expenditures in any fiscal year not in excess of an amount equal to the Borrower’s Portion of Excess Cash Flow for the immediately preceding fiscal year less the amount of other Designated Excess Cash Expenditures made with such Borrower’s Portion of Excess Cash Flow for such immediately preceding fiscal year; (vii) payment of any Indebtedness owing to the Service Company arising pursuant to the Shared Services Transactions; and (viii) payment of any Indebtedness owing to Holdings, the Borrower or any Subsidiary Loan Party. (c) Holdings and the Borrower will not, and will not permit any Subsidiary to, furnish any funds to, make any Investment in, or provide other consideration to any other Person for purposes of enabling such Person to, or otherwise permit any such Person to, make any Restricted Payment or other payment or distribution restricted by this Section that could not be made directly by Holdings or the Borrower in accordance with the provisions of this Section. (d) Notwithstanding anything to the contrary in this Agreement or the other Loan Documents, the Loan Parties shall be permitted under Section 7.03(a);to make all distributions required to be made by the Loan Parties on or after the Closing Date (as defined in the Reorganization Plan) pursuant to the Reorganization Plan and the Confirmation Order, in each case as in effect on the Closing Date.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation except: (contingent or otherwise) to do so, except that (Ai) the Borrower may declare and pay dividends and make other distributions with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Stock) of the Borrower, (B) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interest, or make other Restricted Payments in respect shares of its Equity Interests, in each case ratably to the holders of such Equity Interests common stock; (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (Cii) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries and in accordance with the terms of employment agreements or shareholder or partnership agreements of the Borrower or any direct or indirect shareholder of the Borrower; (with any unused amount available in the following fiscal year only), (Diii) the Borrower may repurchase Equity Interests redeem in whole or in part any Capital Stock of the Borrower (iA) upon for another class of Capital Stock or rights to acquire Capital Stock of the exercise Borrower or (B) with proceeds from substantially concurrent capital contributions or issuances of stock options, deferred stock units new classes of Capital Stock; provided that such other class of Capital Stock contains terms and restricted shares provisions at least as advantageous to the extent such Equity Interests represent a portion of Lenders in all respects material to their interests as those contained in the exercise price of such stock options, deferred stock units or restricted shares and Capital Stock redeemed thereby; and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (Eiv) the Borrower may make pay any cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) dividend so long as no Default has occurred (A) both before and is continuingafter giving effect to such payment, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of and (B) on the date of such dividend is declared (orpayment, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H)thereto, the sum of (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case aggregate amount of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and Unrestricted Cash then existing plus (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as unused amount of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)Revolving Commitments equals or exceeds $15,000,000. (iib) The Borrower will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)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, acquisition, cancellation or termination of any other Specified IndebtednessSubordinated Debt; provided that so long as no Default has occurred and is continuing or would result therefrom, except: (A) payments the Borrower or any of regularly scheduled interest and principal payments as and when due in respect of its Subsidiaries may pay, prepay, repurchase or redeem or otherwise defease all or any Specified Indebtedness, other than payments in respect portion of any Subordinated Indebtedness prohibited by the subordination provisions thereof; (B) refinancings of Specified Indebtedness with the proceeds of other Indebtedness permitted under Section 7.03(a);Debt.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (Ai) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional shares of such preferred Equity Interests (other than Disqualified Stock) or in shares of the Borrowerits Equity Interests, (Bii) any Restricted Subsidiary Subsidiaries may declare and pay dividends or make other distributions ratably with respect to its Equity Interest, or make other Restricted Payments in respect of its their Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (Ciii) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, Payments pursuant to and in accordance with stock option plans or other benefit plans for management management, directors or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only)or Parent, (Div) the Borrower Loan Parties may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares make Permitted Tax Distributions and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (Ev) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection other Restricted Payments, including any Restricted Payment with the exercise of warrantsrespect to its preferred Equity Interests, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that Condition is necessary or advisable (as determined by the Borrower in good faith) for the consummation of satisfied on a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that pro forma basis at the time of such Restricted Payment is made and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a).payment; and (iib) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (Ai) payments payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Specified IndebtednessIndebtedness permitted under Section 6.01, other than (1) payments in respect of any the Subordinated Indebtedness prohibited by the subordination provisions thereofthereof and (2) for the avoidance of doubt, any payments made with respect to the Tax Receivable Agreement other than (i) payments permitted pursuant to Section 6.08(a) and (ii) Permitted Tax Distributions permitted under clause (vi) of this Section 6.08(b); (iii) extensions, renewals, refinancings or replacements of Indebtedness to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05; (v) voluntary prepayments of Indebtedness, so long as the Restricted Payment Condition is satisfied on a pro forma basis at the time such voluntary prepayment is made and immediately after giving effect to such prepayment; (vi) Permitted Tax Distributions; (vii) mandatory prepayments of Permitted Acquisition Debt and payments of fees in respect of Permitted Acquisition Debt, in each case, solely to the extent required under the terms of the documentation governing such Permitted Acquisition Debt; provided that at the time of such prepayment or payment and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing; (Bviii) refinancings the repayment of Specified Indebtedness Permitted Acquisition Debt solely with the proceeds from a substantially concurrent issuance of new common Equity Interests of Parent so long as no Change in Control results therefrom; and (ix) payment of the Effective Date Earn-out, so long as (x) the Restricted Payment Condition is satisfied on a pro forma basis at the time such payment is made and immediately after giving effect to such payment (provided, that, notwithstanding anything herein to the contrary, solely in connection with determining whether the Restricted Payment Condition is satisfied in connection with the payment of the Effective Date Earn-out, the Effective Date Earn-out payment shall be included as a Fixed Charge for purposes of calculating the Fixed Charge Coverage Ratio in connection with such payment) and (y) until the payment in full in cash of the Term Loan Facility, the Borrower is in pro forma compliance with the financial covenant contained in Section 6.12(b) at the time of and immediately after giving effect to such payment. Notwithstanding anything to the contrary herein, no Loan Party will, nor will it permit any Subsidiary to, make, directly or indirectly, any payment or other Indebtedness distribution (whether in cash, securities or other property) of or in respect of the Effective Date Earn-out other than as permitted under Section 7.03(a);by clause (b)(ix) above.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (Ai) the Borrower Company may declare and pay dividends with respect to its Equity Interests common stock payable solely in additional Equity Interests (other than Disqualified Stock) shares of the Borrowerits common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (Bii) any Restricted Subsidiary the Subsidiaries may declare and pay dividends or make other distributions ratably with respect to its Equity Interest, or make other Restricted Payments in respect of its their Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (Ciii) the Borrower Company may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower Company and its Subsidiaries, and (iv) the Company and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only)may declare or make, (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee agree to pay for the taxes payable by such director or employee upon such grant make, directly or awardindirectly, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or any other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) Restricted Payment so long as (A) no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect or Event of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date prior to giving effect to such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately would arise after giving effect thereto, (B) Availability exceeds $25,000,000 after giving pro forma effect to any such Restricted Payment referred for a period of six (6) consecutive months prior to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a such Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2C) the Fixed Charge Coverage Ratio, after giving effect to such Restricted Payment and any related transaction on a pro forma basis basis, determined for the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of four consecutive fiscal quarters ending on the last day of the most recently ended fiscal quarter of the Borrower then most recently ended Company for which financial statements have been delivered pursuant are available, is equal to Section 7.01(a)or greater than 1.25 to 1.00. (iib) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (Ai) payments payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest on the Second Lien Obligations; (iii) payment of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, other than payments in respect of any the Subordinated Indebtedness prohibited by the subordination provisions thereof; (iv) refinancings of Indebtedness to the extent permitted by Section 6.01; and (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; provided that, the Company and its Subsidiaries may make any payment with respect to the Second Lien Obligations without giving effect to any restrictions set forth in this clause (b) so long as (A) no Default or Event of Default has occurred and is continuing prior to and after giving effect thereto, (B) refinancings Availability exceeds $25,000,000 after giving pro forma effect to such payment for a period of Specified Indebtedness with six consecutive months prior thereto and (C) the proceeds Fixed Charge Coverage Ratio, on a pro forma basis after giving effect to such payment, determined for the four (4) consecutive fiscal quarters ending on the last day of other Indebtedness permitted under Section 7.03(a);the most recently ended fiscal quarter of the Company for which financial statements are available, is equal to or greater than 1.25 to 1.00.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Neither Holdings nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation except: (contingent or otherwisei) each Restricted Subsidiary may make Restricted Payments to do so, except that (A) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely or any other Restricted Subsidiary of the Borrower; provided that in additional Equity Interests (other than Disqualified Stock) the case of any such Restricted Payment by a Restricted Subsidiary that is not a Wholly Owned Subsidiary of the Borrower, such Restricted Payment is made to the Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (Bii) any Holdings, the Borrower and each Restricted Subsidiary may declare and pay dividends make dividend payments or make other distributions with respect to its payable solely in the Qualified Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders Interests of such Equity Interests Person; (oriii) earnouts (other than the Management Earnout), if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiariesso long as (a) no Event of Default under Sections 7.01(a), (Cb), (h) or (i) has occurred and is continuing and (b) immediately after giving effect thereto, (x) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of shall be in Pro Forma Compliance with the Borrower, pursuant to financial covenant set forth in Section 6.10(a) and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (Dy) the Borrower may repurchase shall have Liquidity of at least $5,000,000; (iv) repurchases of Equity Interests in Holdings (ior Restricted Payments by Holdings to allow repurchases of Equity Interests in any direct or indirect parent of Holdings) or any Restricted Subsidiary deemed to occur upon the exercise of stock options, deferred stock units and restricted shares to the extent options or warrants if such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, such options or other securities convertible into or exchangeable for shares of common stock in the Borrower, warrants; (Fv) so long as no Event of Default has shall have occurred and is continuingbe continuing or would immediately result therefrom, Holdings may redeem, acquire, retire, repurchase or settle its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) or to service Indebtedness incurred by Holdings to finance the redemption, acquisition, retirement, repurchase or settlement of such Equity Interests (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests or to service Indebtedness incurred to finance the redemption, retirement, acquisition or repurchase of such Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(k) in lieu of Restricted Payments permitted by this clause (v) not to exceed $2,000,000 in any fiscal year (increasing to $4,000,000 for any fiscal year if the Total Leverage Ratio for the most recently completed fiscal year is less than or equal to 2.75 to 1.00) with unused amounts in any calendar year being carried over to the next succeeding calendar year (without giving effect to the following proviso); provided that such amount in any calendar year may declare be increased by an amount not to exceed the cash proceeds of key man life insurance policies or the proceeds of Qualified Equity Interests (other than such proceeds that have been applied to increase the Available Amount Equity Component) received by the Borrower or its Restricted Subsidiaries after the Effective Date; (vi) the Management Earnout, so long as immediately after giving effect thereto, (x) the Borrower shall be in Pro Forma Compliance with the financial covenant set forth in Section 6.10(a) and (y) the Borrower shall have Liquidity of at least $5,000,000; (vii) the Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to Holdings, the Borrower or any Restricted Subsidiary: (A) the proceeds of which shall be used by Holdings, the Borrower or any Restricted Subsidiary to pay its Tax liability to the relevant jurisdiction in respect of income of the Borrower and any of its Restricted Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vii)(A) shall not exceed the Tax liability that Holdings and/or the relevant Restricted Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; (B) the proceeds of which shall be used by Holdings, the Borrower or any Restricted Subsidiary to pay (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, and customary indemnification claims made by directors or officers of Holdings (or any parent thereof), in each case to the extent attributable to the ownership or operations of the Borrower and the Restricted Subsidiaries, in an amount not to exceed $1,000,000 in any fiscal year (exclusive of all audit fees), (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to Section 6.07(iv); (C) the proceeds of which shall be used by Holdings to pay franchise Taxes and other fees, Taxes and expenses required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.06(a)(iv) or Section 6.06(a)(v); (E) the proceeds of which shall be used to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any unsuccessful equity or debt offering permitted by this Agreement; (F) the proceeds of which shall be used to make payments permitted by clause (b)(iv) of this Section 6.06; and (G) the proceeds of which are applied to the purchase or other acquisition of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all the Equity Interests in a Person, provided that such purchase or other acquisition would have constituted a “Permitted Acquisition” permitted to be made pursuant to Section 6.04; provided, further, that (A) such Restricted Payment shall be made concurrently with the closing of such purchase or other acquisition, (B) the recipient of such Restricted Payment shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or one of its Restricted Subsidiaries (other than an Excluded Subsidiary) or (2) the merger (to the extent permitted in Section 6.03) of the Person formed or acquired into the Borrower or one of its Restricted Subsidiaries (other than an Excluded Subsidiary) in order to consummate such purchase or other acquisition, (C) Holdings or such direct or indirect parent company and its Affiliates (other than the Borrower or a Restricted Subsidiary) receives no consideration or other payment from Holdings or any of its Restricted Subsidiaries in connection with such transaction, except to the extent Holdings or a Restricted Subsidiary could have given such consideration or made such payment in compliance with Section 6.07, (D) any property received by the Borrower shall not increase the Available Amount and (E) such Investment shall be deemed to be made by the Borrower or such Restricted Subsidiary pursuant to Section 6.04(h); (viii) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would immediately result therefrom and, except with respect to Restricted Payments made with the Available Amount Equity Component, Holdings would be in compliance with a Senior Secured Leverage Ratio not to exceed 2.50 to 1.00, on a Pro Forma Basis as of the end of the most recently ended LTM Period, Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, Available Amount at such time; (Gix) so long as no Default has occurred and is continuing as Event of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would immediately result therefrom therefrom, other Restricted Payments in an aggregate amount, together with all other Restricted Payments made pursuant to this Section 6.06(a)(ix) and payments on account of Junior Financings made pursuant to Section 6.06(b)(v), not to exceed $5,000,000 (or, together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(k) in lieu of Restricted Payments permitted by this clause (a)(ix)); (x) Holdings and the Borrower may make Restricted Payments to the extent of the Net Proceeds received by Holdings (and in the case of a Restricted Payment that is necessary or advisable (as determined Payments by the Borrower, to the extent contributed to the Borrower as cash common equity) from any issuance of Equity Interests (other than Disqualified Equity Interests) of Holdings not otherwise included in good faith) for the consummation of a Limited Condition AcquisitionAvailable Amount, no Default exists so long as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as is made within 90 days of the last day receipt of such Net Proceeds and, with respect to any such Restricted Payments, no Event of Default shall have occurred and be continuing or would immediately result therefrom; (xi) to the fiscal quarter of extent constituting Restricted Payments, Holdings and its Restricted Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (xii) the Borrower then most recently ended for which financial statements have been delivered or any of its Restricted Subsidiaries may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination thereof or any Permitted Acquisition and (ii) honor any non-cash conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (xiii) Restricted Payments in order to effectuate payments that at such time are permitted to be made pursuant to Section 7.01(a6.07(iii)., (iv), (vi), (viii) and, so long as no Event of Default shall have occurred and be continuing or would immediately result therefrom, (iixiv) The the payment of dividends and distributions within sixty (60) days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.06; (xv) any Person may make Restricted Payments to minority shareholders of any Restricted Subsidiary that is acquired pursuant to a Permitted Acquisition or similar Investment permitted by Section 6.04 pursuant to appraisal or dissenters’ rights with respect to shares of such Subsidiary held by such shareholders; and (xvi) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby; (b) Neither Holdings nor the Borrower will, nor will not, and will not they permit any other Restricted Subsidiary to, make or agree to pay or makepay, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other Specified Indebtednesspayment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (Ai) payments payment of regularly scheduled or required interest and principal payments as as, in the form of payment and when due in respect of any Specified Indebtedness, other than Indebtedness to the extent such payments in respect of any Subordinated Indebtedness prohibited Junior Financing are permitted by the subordination provisions thereof; ; (Bii) refinancings refinancings, refundings, renewals, modifications or exchanges of Specified Indebtedness to the extent permitted by Section 6.01; (iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies; (iv) so long as no Event of Default shall have occurred and be continuing or would immediately result therefrom and, except with respect to prepayments, redemptions, purchases, defeasances and other payments made with the proceeds Available Amount Equity Component, Holdings would be in compliance with a Senior Secured Leverage Ratio not to exceed 2.50 to 1.00, on a Pro Forma Basis as of the end of the most recently ended LTM Period, prepayments, redemptions, purchases, defeasances and other Indebtedness permitted payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the Available Amount at such time; (v) so long as no Event of Default shall have occurred and be continuing or would immediately result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with all other such prepayments, redemptions, purchases, defeasances and other payments made pursuant to this Section 6.06(b)(v) and Restricted Payments made pursuant to Section 6.06(a)(ix), not to exceed $5,000,000; (vi) the Management Earnout, so long as immediately after giving effect thereto, (x) the Borrower shall be in Pro Forma Compliance with the financial covenant set forth in Section 6.10(a) and (y) the Borrower shall have Liquidity of at least $5,000,000; and (vii) earnouts (other than the Management Earnout), so long as (a) no Event of Default under Sections 7.01(a), (b), (h) or (i) has occurred and is continuing and (b) immediately after giving effect thereto, (x) the Borrower shall be in Pro Forma Compliance with the financial covenant set forth in Section 7.03(a);6.10(a) and (y) the Borrower shall have Liquidity of at least $5,000,000.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower No Loan Party will, nor will not, and will not it permit any of its Restricted Subsidiary Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that except: (Ai) the Borrower may declare each Loan Party and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Stock) of the Borrower, (B) any Restricted Subsidiary Subsidiaries may declare and pay dividends or make other distributions with respect to its Equity Interest, or make other Restricted Payments common stock payable solely in respect additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock; (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, in each case ratably to the holders of such Equity Interests ; (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (Ciii) the Borrower Company may make Restricted Payments, not exceeding $5,000,000 20,000,000 during any fiscal year of the Borroweryear, pursuant to and in accordance with stock option equity incentive plans or other benefit plans for management or employees of the Borrower Company and the Restricted Subsidiaries and for deceased and terminated employees and present and former directors (including from their estates), (iv) the Company may enter into option, warrant and similar derivative transactions in connection with a Permitted Convertible Notes Offering and may settle such transactions in accordance with the terms thereof, (v) the Company may declare and pay dividends payable in cash with respect to its capital stock and may make payments, including any unused amount available sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the following Company or any option, warrant or other right to acquire any Equity Interests in the Company in an aggregate amount not to exceed $125,000,000 during any fiscal year onlyof the Company; provided that, with respect to this clause (v), both immediately before and immediately after giving pro forma effect thereto, (DA) no Default or Event of Default shall have occurred and be continuing and (B) Liquidity shall be at least $500,000,000, including Aggregate Availability of at least $400,000,000; (vi) Restricted Payments in respect of Permitted Convertible Notes permitted under Section 6.09(b); (vii) the Borrower Company may repurchase Equity Interests make Restricted Payments (other than in cash) pursuant to any shareholder rights plan or similar arrangement; (viii) the Company may make other Restricted Payments; provided that both immediately before and immediately after giving pro forma effect thereto, (A) no Default or Event of Default shall have occurred and be continuing and (B) either (1) (x) the Fixed Charge Coverage Ratio for the Test Period in effect at the time such payment is to occur shall be at least 1.00 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (y) Aggregate Availability for such day and (after giving pro forma effect to such Restricted Payment) the immediately preceding 20 days shall be greater than or equal to the greater of (i) upon the exercise of stock options, deferred stock units and restricted shares an amount equal to the extent such Equity Interests represent a portion 15% of the exercise price of such stock options, deferred stock units or restricted shares Loan Cap Minimum then in effect and (ii) in connection with the withholding of a portion an amount equal to 15% of the Equity Interests granted Loan Cap then in effect or awarded (2) Aggregate Availability for such day and (after giving pro forma effect to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (ERestricted Payment) the Borrower immediately preceding 20 days shall be greater than or equal to the greater of (x) an amount equal to 20% of the Loan Cap Minimum then in effect and (y) an amount equal to 20% of the Loan Cap then in effect; and (ix) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments50,000,000; provided that at the time of both immediately before and immediately after giving pro forma effect thereto, no Default or Event of Default shall have occurred and be continuing. Notwithstanding the foregoing, the Company may purchase, redeem or retire Equity Interests of the Company with up to 50% of the net cash proceeds resulting from any asset sales, transfers or dispositions under Section 6.05(g) or 6.05(i), provided that, such Restricted Payment referred to in this clause (H)Payments are made within six months of the applicable asset sale, transfer or disposition and, both immediately before and immediately after giving pro forma effect thereto, (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio Liquidity shall not exceed 2.75 to 1.00 (calculated as be at least $500,000,000, including Aggregate Availability of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)at least $400,000,000. (iib) The Borrower No Loan Party will, nor will not, and will not it permit any of its Restricted Subsidiary Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (A) payments payment of Indebtedness created under the Loan Documents; (B) payment of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, other than payments in respect of any the Subordinated Indebtedness prohibited by the subordination provisions thereof; ; (BC) refinancings of Specified Indebtedness to the extent permitted by Section 6.01; (D) (i) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; and (ii) any other mandatory prepayments of Indebtedness incurred under Section 6.01(i) that are required by the terms of the documentation governing such Indebtedness; (E) payment of Indebtedness owed to the Company or any wholly owned Restricted Subsidiary; (F) payment of Indebtedness owed by non-Loan Parties; (G) distributions of shares of common stock of the Company, together with cash payments in lieu of the issuance of fractional shares, in connection with the proceeds conversion settlement of any Permitted Convertible Notes; (H) payment on account of the tender, redemption, prepayment or repurchase of all or any portion of the loans referred to in Section 6.01(p); provided that both immediately before and immediately after giving pro forma effect thereto, (i) no Default or Event of Default shall have occurred and be continuing and (ii) Liquidity shall be at least $500,000,000, including Aggregate Availability of at least $400,000,000; and (I) other payments or distributions in respect of Indebtedness (including any cash conversion settlement or repurchase of any Permitted Convertible Notes) subject to satisfaction of the Payment Conditions. (c) Notwithstanding anything to the contrary contained in this Section 6.09, nothing in this Section 6.09 shall prohibit any Loan Party or any of the Restricted Subsidiaries from issuing Permitted Convertible Notes as otherwise permitted under Section 7.03(a);this Agreement.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower No Loan Party will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that: (i) any Subsidiary of a Loan Party or incur any obligation (contingent or otherwise) to do sothe Canadian Borrower, except that (A) the Borrower as applicable, may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Stock) of the Borrower, (B) any Restricted Subsidiary may declare and pay cash dividends or make other distributions with respect of property to its Equity Interesta Loan Party; (ii) as long as no Event of Default specified in SECTION 7.01(c) has occurred (and not been waived) as a result of a material misrepresentation in any Borrowing Base Certificate and no Specified Default then exists or would arise therefrom, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (C) the Borrower Loan Parties may make Restricted PaymentsPayments as follows: (A) if the Payment Conditions are satisfied, not exceeding $5,000,000 during any fiscal year (1) the Loan Parties may make dividends and distributions to their respective direct or indirect parents or holders of the BorrowerLoan Parties’ Capital Stock solely for the purpose of paying scheduled principal payments (including at maturity) due and payable by such Person, pursuant (2) the Loan Parties may make Restricted Payments to the Parent solely for the purpose of paying taxes and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available operating expenses incurred in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise ordinary course of stock options, deferred stock units and restricted shares business by a Subsidiary or Affiliate of a Loan Party but only to the extent such Equity Interests represent a portion Subsidiary or Affiliate has insufficient liquidity or insufficient cash flow to pay such taxes or operating expenses, and (3) the Loan Parties may make payments in respect of Guarantees by the Parent of another Loan Party or any Subsidiary or Affiliate of the exercise price Parent that are due and payable by the Parent; provided that no Restricted Payments may be made under this clause (A) to, or for the account of, the Sponsors, Sponsor Related Parties or any other stockholder of such stock options, deferred stock units or restricted shares the Parent; and (iiB) the Loan Parties may make dividends and distributions to their respective direct or indirect parents or holders of Capital Stock if the Adjusted Payment Conditions are satisfied; (iii) as long as no Enumerated Default or breach of SECTION 6.10 then exists or would arise therefrom, the Loan Parties may make Restricted Payments as follows: (A) the Loan Parties may make dividends and distributions to their respective direct or indirect parents or holders of the Loan Parties’ Capital Stock solely for the purpose of paying scheduled interest payments (including at maturity) due and payable by such Person, and (B) the Loan Parties may make Restricted Payments to the Parent solely for the purpose of paying taxes and operating expenses incurred in the ordinary course of business by the Parent; (iv) (A) the Loan Parties may make Restricted Payments for the purpose of making indemnity payments and reasonable expense reimbursements owing under the Advisory Agreement; and (B) to the extent permitted under SECTION 6.07, the Loan Parties may make Restricted Payments for the purpose of paying amounts (other than amounts described in clause (A) hereof) owing under the Advisory Agreement, as long as no Event of Default specified in SECTION 7.01(c) has occurred as a result of a material misrepresentation in any Borrowing Base Certificate and no Specified Default then exists or would arise therefrom; (v) the Loan Parties may make Permitted Dispositions of the type described, and subject to the limitations contained, in clauses (c), (e), (j), (p), and (t) of the definition thereof; (vi) the Loan Parties may make Restricted Payments from the Designated Account at the times and subject to the limitations set forth in SECTION 6.12; (vii) as long as no Event of Default specified in SECTION 7.01(c) has occurred as a result of a material misrepresentation in any Borrowing Base Certificate and no Specified Default then exists or would arise therefrom, the Loan Parties may make Restricted Payments to the Parent consisting of promissory notes or other instruments received by a Loan Party in connection with the withholding of a portion Permitted Disposition described in clause (e)(i) of the Equity Interests granted or awarded to a director or an employee to pay definition thereof; and (viii) the Loan Parties may make Restricted Payments for the taxes payable by such director purpose of prepaying or employee upon such grant or award, (E) repaying the Borrower may make cash payments in lieu of 2017 Notes and the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) 2018 Notes so long as no Default has occurred and Excess Availability is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed at least $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, 225,000,000 (GA1) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis for the Senior Secured Leverage Ratio shall not exceed 2.75 one month prior to 1.00 the date of any such Restricted Payment and (calculated as B2) on a projected and pro forma basis for the six months following the date of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)such Restricted Payment. (iib) The Borrower No Loan Party will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (i) Payments in Capital Stock (as long as no Change in Control would result therefrom), payments of interest in-kind or payments from proceeds of Subordinated Indebtedness of the Loan Parties; (ii) as long as the Pro Forma Availability Condition is then satisfied (except with respect to payments or prepayments of interest or scheduled amortization payments (which, for the avoidance of doubt, do not include mandatory prepayments, which shall be governed by clause (iii) below) of the Term Loans), (A) payments of regularly scheduled principal and interest and principal payments as and when due in respect of any Specified Indebtedness, Permitted Indebtedness (other than Indebtedness due to the Parent or any of its Affiliates), and (B) as long as no Specified Default then exists or would arise therefrom, prepayments of Permitted Indebtedness (other than Indebtedness due to the Parent or any Affiliates); provided that payments in respect on account of any Subordinated Indebtedness prohibited by may be made only to the extent permitted under the subordination provisions thereofrelating thereto; (iii) as long as no Event of Default then exists or would arise therefrom, mandatory prepayments of the Term Loans as and when due; (iv) (x) as long as no Specified Default then exists or would arise therefrom, payments (including prepayments) on account of Permitted Indebtedness due to the Parent or any Affiliate (other than Indebtedness due to any of the Loan Parties or their Subsidiaries), and (y) payments (including prepayments) on account of Permitted Indebtedness due to any of the Loan Parties or their Subsidiaries; (v) prepayments in whole or in part of the Term Loan or Permanent Financing Facility from any refinancing of the Term Loan or Permanent Financing Facility not prohibited hereunder; and (Bvi) refinancings of Specified Indebtedness with to the proceeds of other Indebtedness extent permitted under Section 7.03(a);this Agreement.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower None of Xxxxxx USA, the Company or any other Subsidiary will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (Ai) the Borrower Xxxxxx USA may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Stock) of the Borrowerpermitted hereunder, (Bii) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower Xxxxxx USA and the Restricted Subsidiaries), (Ciii) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower Xxxxxx USA may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent options if such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (iiiv) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower Xxxxxx USA may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common capital stock in the BorrowerXxxxxx USA, (Fv) so long as no Default has occurred Xxxxxx USA may make Restricted Payments, not exceeding $30,000,000 in the aggregate for any fiscal year, pursuant to and is continuingin accordance with stock option plans or other benefit plans or agreements for directors, officers or employees of Xxxxxx USA, the Borrower Company and the other Subsidiaries, (vi) Xxxxxx USA may declare and make Restricted Payments pay dividends with respect to its Equity Interests payable in an cash, not exceeding $10,000,000 in the aggregate amount not to exceed $80,000,000 in for any fiscal year in respect of dividends on the Borrower’s common stockyear, (Gvii) so long as no Default has occurred the Company may pay the Xxxxxx Oil Distribution and is continuing as of the date such dividend is declared make any Intercompany Settlements and (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faithviii) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower Xxxxxx USA may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that cash so long as at the time of and immediately after giving effect to any such Restricted Payment referred to declaration (in this clause the case of a dividend) or payment (H), in all other cases) (1A) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2B) after giving effect to such Restricted Payment Payment, and any related transaction incurrence of Indebtedness, on a pro forma basis in accordance with Section 1.04(b), (1) Availability shall exceed the Senior Secured Leverage Ratio greater of (x) 25% of the lesser of the aggregate Revolving Commitments and the Borrowing Base and (y) $100,000,000, and (2) Xxxxxx USA and the Company shall not exceed 2.75 to 1.00 be in compliance with the covenant set forth in Section 6.11 (determined as if a Covenant Period were then applicable) and, if any Term Loans shall be outstanding, Section 6.12 (calculated as of the last day of, or for, the period of the four consecutive fiscal quarter quarters of the Borrower Xxxxxx USA then most recently ended for which the financial statements have been delivered pursuant to Section 7.01(a5.01(a) or 5.01(b) (or prior to the first such delivery, as of, or for, such period ended on June 30, 2013). (iib) The Borrower None of Xxxxxx USA, the Company or any other Subsidiary will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii(other than intercompany Indebtedness), or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation defeasance, cancelation or termination of any Indebtedness (other Specified than Disqualified Equity Interests and intercompany Indebtedness), except: (Ai) payments of or in respect of Indebtedness created under the Loan Documents; (ii) regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, other than payments in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof; ; (Biii) refinancings of Specified Indebtedness with the proceeds of other Indebtedness permitted under Section 7.03(a6.01; (iv) payments of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness in transactions permitted hereunder; (v) payments of or in respect of Indebtedness made solely with Equity Interests in Xxxxxx USA (other than Disqualified Equity Interests); (vi) without duplication of amounts paid pursuant to Section 6.04(o), payments of Indebtedness in amounts that could have been paid as Restricted Payments under Section 6.08(a)(viii); and (vii) the Intercompany Settlements.

Restricted Payments; Certain Payments of Indebtedness. (ia) The None of Holdings, the Parent Borrower or any Foreign Subsidiary Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that except: (Ai) the Borrower Holdings may (x) declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Stock) of the BorrowerHoldings, (By) any Restricted Subsidiary repurchase Equity Interests not to exceed $10,000,000 from former shareholders of its existing or former Subsidiaries that received such Equity Interests of Holdings prior to the date hereof and (z) repurchase the preferred stock of Holdings in an aggregate amount not to exceed $20,000,000, provided that, at the time of such repurchase and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and Holdings and the Parent Borrower are in compliance with Sections 6.13 and 6.14; (ii) Subsidiaries may declare and pay dividends or make other distributions ratably with respect to its Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests their capital stock; (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (Ciii) the Parent Borrower may make payments to Holdings to permit it to make, and Holdings may make, Restricted Payments, not exceeding $5,000,000 2,000,000 during any fiscal year (provided that such amount shall be increased, in respect of the Borrowerfiscal year ending on December 31, 2002, and each fiscal year thereafter by an amount equal to the total unused amount of such Restricted Payments for the immediately preceding fiscal year (without giving effect to the amount of any unused amounts that were carried forward to such preceding fiscal year) not to exceed in the aggregate $16,000,000), in each case pursuant to and in accordance with stock option plans plans, equity purchase programs or agreements or other benefit plans plans, in each case for management or employees or former employees of the Parent Borrower and the Restricted Subsidiaries Subsidiaries; (with any unused amount available in the following fiscal year only), (Div) the Parent Borrower may repurchase Equity Interests pay dividends to Holdings at such times and in such amounts (iA) upon the exercise as shall be necessary to enable Holdings to make payments permitted by clause (z) of stock options, deferred stock units Section 6.08(a)(i) and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares Sections 6.08(a)(v) and (iivi) in connection with the withholding of a portion of the Equity Interests granted or awarded and (B) as shall be necessary to a director or an employee permit Holdings to discharge its other permitted liabilities; (v) Holdings may pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred Holdings Preferred Dividends and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year interest in respect of dividends on the Borrower’s common stockits Indebtedness permitted hereunder, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (orprovided that, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of such payment and immediately after giving effect to any such Restricted Payment referred to in this clause (H)thereto, (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom and Holdings and the Parent Borrower are in compliance with Sections 6.13 and 6.14; (or, in vi) Holdings may make payments to the case of a Restricted Payment that is necessary or advisable (as determined extent contemplated by the Recapitalization Agreement, including payments in respect of the restricted stock granted pursuant to the Restricted Stock Obligation (including payments in respect of the Restricted Stock Obligation after the date such payments were scheduled to have been made), provided that, at the time of such payment in respect of the Restricted Stock Obligation and after giving effect thereto, no Event of Default shall have occurred and be continuing; (vii) Holdings may (x) pay the Saturn Proceeds Distribution and (y) repurchase, redeem, repay or otherwise retire the Convertible Debentures with Available Funds, proceeds from Permitted Senior Notes (to the extent permitted by such defined term), Permitted Subordinated Notes or issuances or sales of capital stock of Holdings; and (viii) Parent Borrower in good faithmay make payments to Holdings to permit it to make, and Holdings may make payments permitted by Sections 6.09(f), (g), (h) for and (i); provided that, at the consummation time of a Limited Condition Acquisitionsuch payment and after giving effect thereto, no Default exists as or Event of Default shall have occurred and be continuing and Holdings and the Parent Borrower are in compliance with Sections 6.13 and 6.14; provided, further that any payments that are prohibited because of the date immediately preceding proviso shall accrue and may be made as so accrued upon the definitive acquisition agreements for curing or waiver of such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as Default, Event of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)Default or noncompliance. (iib) The None of Holdings, the Parent Borrower or any Foreign Subsidiary Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (Ai) payments payment of Indebtedness created under the Loan Documents; (ii) the repurchase, redemption, repayment or other retirement of the Convertible Debentures as permitted by Section 6.08(a)(vii); (iii) payment of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, other than payments in respect of any Subordinated the subordinated Indebtedness prohibited by the subordination provisions thereof; ; (Biv) refinancings of Specified Indebtedness with to the extent permitted by Section 6.01; (v) payment of secured Indebtedness out of the proceeds of any sale or transfer of the property or assets securing such Indebtedness; and (vi) payment of Indebtedness or other Indebtedness obligations made pursuant to Section 5.16. (c) None of Holdings, the Parent Borrower or any Foreign Subsidiary Borrower will, nor will they permit any Subsidiary to, enter into or be party to, or make any payment under, any Synthetic Purchase Agreement unless (i) in the case of any Synthetic Purchase Agreement related to any Equity Interest of Holdings, the payments required to be made by Holdings are limited to amounts permitted to be paid under Section 6.08(a), (ii) in the case of any Synthetic Purchase Agreement related to any Restricted Indebtedness, the payments required to be made by Holdings, the Parent Borrower or the Subsidiaries thereunder are limited to the amount permitted under Section 7.03(a);6.08(b) and (iii) in the case of any Synthetic Purchase Agreement, the obligations of Holdings, the Parent Borrower and the Subsidiaries thereunder are subordinated to the Obligations on terms satisfactory to the Required Lenders.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (Ai) the Borrower may declare and pay dividends with respect to its Equity Interests common stock payable solely in additional Equity Interests shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (other than Disqualified Stockii) Subsidiaries of the Borrower, (B) any Restricted Subsidiary Borrower may declare and pay dividends or make other distributions ratably with respect to its Equity Interest, or make other Restricted Payments in respect of its their Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (Ciii) the Borrower may make Restricted Payments, not exceeding $5,000,000 500,000 during any fiscal year of the Borroweryear, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries upon the death, disability or termination of employment of such or employee, director or officer, so long as no Default or Event of Default exists immediately prior to and after giving effect to the making of such Restricted Subsidiaries (with any unused amount available in the following fiscal year only)Payment, (Div) the Borrower may repurchase Equity Interests pay the Effective Date Dividend, so long as no Default or Event of Default exists immediately prior to and after giving effect to such payment, (iv) upon after Borrower converts into a limited liability company pursuant to Section 6.03, so long as there exists no Event of Default, the exercise Borrower may pay dividends or make distributions to its members in an aggregate amount not greater than the amount necessary for such members to pay their actual state and United States federal income tax liabilities in respect of stock optionsincome earned by the Borrower, deferred stock units and restricted shares after deducting any tax losses distributed to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares members with respect to prior tax periods and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (Evi) the Borrower may make cash payments a one time payment to Terex in lieu an amount equal to (A) $16,500,000 minus (B) the amont of the issuance of fractional shares representing insignificant interests in Conversion Tax Payment within 10 Business Days after the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined payment by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)Conversion Tax Payment. (iib) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (i) payment of Indebtedness created under the Loan Documents; (ii) (A) payments payment of regularly scheduled interest and principal payments as and when due in respect of any Specified IndebtednessIndebtedness permitted under Section 6.01 and (B) payment of mandatory principal payments pursuant to Section 2.08 of the Term Loan Agreement as in effect on the Effective Date; provided that no mandatory prepayment shall be made pursuant to Section 2.08(e) of the Term Loan Agreement (or any successor provision with respect to mandatory prepayments of Term Loan Obligations resulting from excess cash flow) if after giving effect to such payment pro forma Aggregate Availability would be less than the greater of (x) $3,500,000 or (y) 10% of the then outstanding Revolving Commitments; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05; and (v) payment or reimbursement of fees, other than payments expenses and indemnities owing to Term Agent and Term Lenders pursuant to the Term Loan Agreement as in effect on the Effective Date. (c) No Loan Party will, nor will it permit a Subsidiary, Manitex or any of Manitex’s Subsidiaries to, cause, permit or suffer it, them, or any of their respective Affiliates to acquire, as an assignee, participant, or otherwise, directly or indirectly, any interest in any Indebtedness or obligations arising under or relating to the Term Loan Credit Agreement or in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof; (B) refinancings of Specified Indebtedness with the proceeds of other Indebtedness permitted under Section 7.03(a);Term Loan Obligations.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (A) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Stock) of the Borrowerexcept, (Bx) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (C) the Borrower Loan Party may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares Permitted Holdings Dividend and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (Fy) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect Event of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) including after giving effect thereto on a pro forma basis), (i) each of Holdings and the Borrowers may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Subsidiaries may declare and pay dividends to the Borrowers, (iii) the Loan Parties and their Subsidiaries may make Restricted Payments payable solely in the form of their Equity Interests pursuant to and in accordance with employment agreements, bonus plans, stock option plans, or other benefit plans for existing, new and former management, directors, employees and consultants of the Loan Parties and their Subsidiaries, (iv) Holdings and its Subsidiaries may make any other Restricted Payment so long as the aggregate amount of all such Restricted Payments made in reliance on this clause (iv) during the term of this Agreement shall not exceed $5,000,000, (v) Holdings and its Subsidiaries may make any other Restricted Payment so long as both immediately before and after giving pro forma effect to such Restricted Payment, the Payment Condition shall be satisfied with respect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)vi) Holdings may enter into, exercise its rights and perform its obligations under, Permitted Call Spread Swap Agreements. (iib) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (Ai) payments payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Specified IndebtednessIndebtedness permitted under this Agreement, other than payments in respect of any the Subordinated Indebtedness prohibited by the subordination provisions thereof; ; (Biii) payment of intercompany Indebtedness incurred in accordance with Section 6.01; (iv) refinancings of Specified Indebtedness with to the extent permitted by Section 6.01; (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness so long as the proceeds of such sale are sufficient to repay such Indebtedness in full; (vi) mandatory prepayments of Indebtedness under the Term Loan Agreement to the extent not prohibited by the Intercreditor Agreement; (vii) issuance of Equity Interests, or making cash payments (other than in connection with Permitted Convertible Seller Notes), in connection with or as part of the conversion, redemption, retirement, prepayment or cancellation of any Permitted Convertible Notes; (viii) payment of regularly scheduled interest payments in respect of Permitted Convertible Seller Notes permitted pursuant to clause (i) of Section 6.01(j) hereof, so long as no Default or Event of Default has occurred and is continuing or would be caused by such payment; and (ix) any other payments, so long as (i) no Default or Event of Default has occurred and is continuing or would be caused by such payment and (ii) the Loan Parties shall have satisfied the Payment Condition with respect to such payment; provided, however, that no such payment or distribution shall be made in respect of the Term Loan Obligations in violation of the Intercreditor Agreement or in respect of any Subordinated Indebtedness permitted under Section 7.03(a);in violation of the subordination provisions applicable thereto. (c) No Loan Party will, nor will it permit any Subsidiary to, make, directly or indirectly, any Specified Earn-Out Payment, unless no Default or Event of Default has occurred and is continuing or would be caused by such Specified Earn-Out Payment.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Neither Alamosa Delaware nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (Ai) the Borrower Alamosa Delaware may declare and pay dividends with respect to its Equity Interests capital stock payable solely in additional Equity Interests shares of its common stock, (ii) Restricted Subsidiaries (other than Disqualified Stock) of the Borrower, (B) any Restricted Subsidiary may declare and pay dividends or make other distributions ratably with respect to its Equity Interesttheir Capital Stock; provided, that no distribution referred to in this clause (ii) shall be permitted to be made by any Special Purpose Subsidiary unless such distribution is in cash or make other Restricted Payments in respect shares of its Equity Interests, in each case ratably to common Capital Stock pledged under the holders Pledge Agreement and no Default or Event of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower Default shall have occurred and the Restricted Subsidiaries)be continuing or would result therefrom, (Ciii) the Borrower Alamosa Delaware may make Restricted Payments, not exceeding $5,000,000 1,000,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for directors, management or employees of the Borrower Alamosa Delaware and the its Restricted Subsidiaries Subsidiaries, (with any unused amount available iv) at a time, in the following fiscal year onlycase of both (x) and (y) below, when there does not exist a Default (or such distribution would not cause a Default), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments distributions to Alamosa Delaware for the sole purpose of, and in lieu an amount sufficient to fund, the payment of (x) principal at scheduled maturity and (y) interest when due as scheduled, in each case in respect of the issuance of fractional shares representing insignificant interests 12 7/8% Senior Discount Notes and the 12 1/2% Senior Notes; provided, in the Borrower case of both (x) and (y), that such payment is due or to become due within 30 days from the date of such distribution and the cash distributed is in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrowerfact utilized to meet such payment obligation, (Fv) so long as if no Default has occurred and is continuing, the Borrower may declare pay dividends to Alamosa Delaware and Alamosa Delaware may pay dividends, in each case at such times and in such amounts, not exceeding the lesser of (A) $1,000,000 and (B) $50,000,000 minus the amount of all other Permitted Equity Proceeds Uses at such time, during any fiscal year as shall be necessary to permit each of Alamosa Delaware, APCS and Superholdings to discharge its permitted liabilities, (vi) if no Default has occurred and is continuing, Alamosa Delaware, the Borrower and the other Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect 50,000,000 minus the amount of dividends all other Permitted Equity Proceeds Uses at such time and (vii) Restricted Payments may be made on the Borrower’s common stock, (G) so long Restatement Effective Date as no Default has occurred and is continuing as of necessary to consummate the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)Southwest Transactions. (iib) The Neither Alamosa Delaware nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation or termination of any other Specified Indebtedness, except: (Ai) payments payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as and when not more than 30 days prior to the date on which such payments become due in respect of any Specified Indebtedness; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) the exchange, other than payments in respect a registered public offering, for the 12 1/2% Senior Notes of any Subordinated senior notes of Alamosa Delaware in an equivalent principal amount having the same terms and conditions as the 12 1/2% Senior Notes; (vi) payment of intercompany Indebtedness prohibited by (A) among the subordination provisions thereof; Borrower and the Subsidiary Loan Parties, (B) refinancings by Alamosa Delaware to the Borrower or any Subsidiary Loan Party and (C) if no Default or Event of Specified Default has occurred and is continuing, by the Borrower or any Subsidiary Loan Party to Alamosa Delaware; and (vii) payment of Indebtedness with the proceeds of other Indebtedness under any Hedging Agreements permitted under Section 7.03(a);6.07 in connection with the termination (including early termination) of such Hedging Agreements in the ordinary course of business.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that except: (Ai) the Borrower Company may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests common stock; (other than Disqualified Stock) of the Borrower, (Bii) any Restricted Subsidiary of the Company may declare and pay dividends or make other distributions with respect to its Equity InterestInterests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower Company and the Restricted Subsidiaries), ; (Ciii) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower Company may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and shares; (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (Eiv) the Borrower Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, Company; and (Fv) so long as no Default has occurred and is continuing, the Borrower Company may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of including dividends on the Borrower’s common stock, (G) or share repurchases so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of before and immediately after giving effect to any such Restricted Payments the Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition Conditions are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)satisfied. (iib) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (Ai) payments payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments or reimbursement obligations under letters of credit, in each case, as and when due in respect of any Specified IndebtednessIndebtedness permitted under Section 6.01, other than payments in respect of any the Subordinated Indebtedness prohibited by the subordination provisions thereofthereof and subject in the case of the Specified L/C Obligations to any other provisions applicable thereto as provided in this Agreement or any other Loan Document (including the provisions of Section 2.18); and (iii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of (A) any voluntary sale or transfer of any assets (other than assets included in any Borrowing Base) securing such Indebtedness or (B) refinancings any casualty or condemnation proceeding (including a disposition in lieu thereof) of Specified any assets (other than assets included in any Borrowing Base) securing such Indebtedness; (v) payments of or in respect of Indebtedness with solely by issuance of the proceeds common stock of the Company; (vi) payments of intercompany Indebtedness owed to any Loan Party; and (vii) other Indebtedness permitted under Section 7.03(a);payments of or in respect of Indebtedness; provided that at the time of and immediately after giving effect thereto the Payment Conditions have been satisfied.

Restricted Payments; Certain Payments of Indebtedness. (i) The Borrower will shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur voluntarily make any obligation (contingent or otherwise) to do so, except that (A) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests (other than Disqualified Stock) of the Borrower, (B) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (C) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a). (ii) The Borrower will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect prepayment of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, in each case which is expressly subordinated in right of payment to the Loans (other Specified than regularly scheduled payments of principal on such Indebtedness, subject to the subordination terms thereof, or any refinancing of such Indebtedness with the proceeds of Equity Interests of the Borrower or new Indebtedness that is also expressly subordinated in right of payment to the Loans), except: (Aa) payments any Person may make Restricted Payments to, or prepay subordinated Indebtedness owed to, any Loan Party; provided that each Xxxx Insurance Subsidiary may only make Restricted Payments to a Loan Party in any Fiscal Year out of regularly scheduled interest such Xxxx Insurance Subsidiary’s retained earnings for such Fiscal Year and principal payments as to the extent such Restricted Payments do not constitute extraordinary dividends; (b) to the extent constituting Restricted Payments, the Loan Parties may enter into and when due consummate transactions permitted by Section 7.03 or 7.04; (c) the Borrower may make repurchases of Equity Interests in respect the Borrower deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (d) the Borrower may pay for and otherwise effect the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower by any Specified Indebtednessemployee, director or officer of the Borrower or any of its Subsidiaries pursuant to any equity plan, stock option plan or any other benefit plan or any agreement with any employee, director or officer of the Borrower or any of its Subsidiaries; provided that (i) the aggregate amount of Restricted Payments made pursuant to this clause (d) shall not exceed $1,000,000 in any Fiscal Year and (ii) no Restricted Payments may be made pursuant to this clause (d) upon the occurrence and during the continuance of an Event of Default or a Cash Control Event; (e) any Loan Party may pay cash in lieu of fractional Equity Interests; (f) any Person may make other Restricted Payments in an aggregate amount not to exceed $1,000,000; provided that no Restricted Payments may be made pursuant to this clause (f) upon the occurrence and during the continuance of an Event of Default or a Cash Control Event; and (g) the Borrower may make Restricted Payments pursuant to the transactions contemplated by the Warrant Agreement or in accordance with the terms of the Series A Preferred Stock. Notwithstanding anything to the contrary in this Agreement, the Borrower shall cause the ZC Partnership to not make any Restricted Payment to any other Person, other than payments in respect of Restricted Payments to any Subordinated Indebtedness prohibited by the subordination provisions thereof; (B) refinancings of Specified Indebtedness Loan Party consistent with the proceeds of other Indebtedness permitted under Section 7.03(a);past practice.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower No Loan Party will, nor will not, and will not it permit any of its Restricted Subsidiary Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (Ai) the Borrower each Loan Party and its Restricted Subsidiaries may declare and pay dividends with respect to its Equity Interests common stock payable solely in additional Equity Interests (other than Disqualified Stock) shares of the Borrowerits common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (Bii) any Restricted Subsidiary Subsidiaries may declare and pay dividends or make other distributions ratably with respect to its Equity Interest, or make other Restricted Payments in respect of its their Equity Interests, (iii) provided that no Event of Default has occurred and is then continuing, the Company may declare and pay dividends to its shareholders in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (C) the Borrower may make Restricted Payments, an aggregate amount not exceeding (x) $5,000,000 during any fiscal quarter or (y) $10,000,000 during any fiscal year of the BorrowerCompany as long as, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only)each case, (DA) the Borrower may repurchase Equity Interests (i) upon the exercise no Event of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and any related transaction average Aggregate Availability over the prior thirty day period ending on a pro forma basis such date (assuming, in each case that such payment was made on the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 first day of such period) of at least $100,000,000 and (calculated C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter of the Borrower then most recently ended for which financial statements have been or should have been delivered pursuant to Section 7.01(a4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parent. (iib) The Borrower No Loan Party will, nor will not, and will not it permit any of its Restricted Subsidiary Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (Ai) payments payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, other than payments ; (iii) payment of mandatory prepayments as and when due in respect of any Subordinated Indebtedness; (iv) refinancings of Indebtedness prohibited to the extent permitted by Section 6.01; (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (vi) payment of other Indebtedness (other than Indebtedness permitted to be purchased or repurchased pursuant to clause (vii) below, but including termination of capital leases) in an amount not exceeding $1,000,000 in any calendar year, so long as Aggregate Availability exceeds $50,000,000 after giving effect to each such payment; (vii) the Company or any of its Restricted Subsidiaries may voluntarily purchase 2009 Notes or 2010 Notes from one or more holders thereof in an aggregate amount not exceeding $15,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such purchase (after giving effect to such purchase) and average Aggregate Availability over the prior thirty day period ending on the date the Company or such Restricted Subsidiary initially offers to make such purchase (assuming that such purchase was made on the first day of such period) of at least $75,000,000, (C) such purchase is made within thirty days of the original offer to make such purchase and (D) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day, is no less than 1.1 to 1.0; (viii) payment of intercompany indebtedness (other than intercompany indebtedness in favor of BCB International or BCB European) to the extent permitted by the subordination provisions thereof; applicable thereto; (ix) the Company or any of its Restricted Subsidiaries may, from time to time, (a) voluntarily redeem some or all of the 2009 Notes or 2010 Notes in accordance with the 2009 Indenture or 2010 Indenture, as applicable, and/or (b) voluntarily purchase 2009 Notes or 2010 Notes from one or more holders thereof and/or (c) prepay Indebtedness outstanding in connection with the Sidel Water Capital Lease during the term of this Agreement, in each case as long as (A) no Default or Event of Default has occurred and is continuing or would result after giving effect to such redemption, repurchase or prepayment, (B) refinancings the Borrowers have Aggregate Availability minus Disqualified Payables of Specified Indebtedness at least $100,000,000, determined both on the date of such redemption, repurchase or prepayment (and after giving effect thereto and, on an average basis for the thirty day period ending on (i) in the case of redemptions and purchases under clauses (a) and (b) of this subsection (ix), the date the Company or such Restricted Subsidiary initially offers to make such redemption or purchase or (ii) in the case of prepayments under clause (c) of this subsection (ix), the date of such prepayment (in each case assuming that such redemption, repurchase or prepayment, as the case may be) was made on the first day of such period), (C) in the case of redemptions and purchases under clauses (a) and (b) of this subsection (ix), such redemption or purchase is made within thirty days of the original offer to made such redemption or purchase, (D) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day on a pro forma basis, is no less than 1.25 to 1.0; and (E) no Loans (other than UK Revolving Loans in a principal amount not to exceed $10,000,000) are outstanding after giving effect to such redemption, repurchase or prepayment; (x) the Company or any of its Restricted Subsidiaries may, from time to time, (a) voluntarily redeem some or all of the 2009 Notes or 2010 Notes in accordance with the proceeds 2009 Indenture or 2010 Indenture, as applicable, and/or (b) voluntarily purchase 2009 Notes or 2010 Notes from one or more holders thereof and/or (c) prepay Indebtedness outstanding in connection with the Sidel Water Capital Lease in an aggregate amount not exceeding, during the term of other this Agreement, the lesser of (y) $75,000,000 or (z) 30% of the aggregate amount of the Lenders’ Commitments at such time, in each case as long as (A) no Default or Event of Default has occurred and is continuing or would result after giving effect to such redemption, repurchase or prepayment, (B) the Borrowers have Aggregate Availability minus Disqualified Payables of at least $100,000,000, determined both on the date of such redemption, repurchase or prepayment (after giving effect thereto) and on an average basis for the thirty day period ending on (i) in the case of redemptions and purchases under clauses (a) and (b) of this subsection (x), the date the Company or such Restricted Subsidiary initially offers to make such redemption or purchase or (ii) in the case of prepayments under clause (c) of this subsection (x), the date of such prepayment (in each case assuming that such redemption, repurchase or prepayment, as the case may be) was made on the first day of such period), (C) in the case of redemptions and purchases under clauses (a) and (b) of this subsection (x), such redemption or purchase is made within thirty days of the original offer to made such redemption or purchase, (D) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such redemption, repurchase or prepayment, is no less than 1.25 to 1.0; (xi) if Net Proceeds are received by or on behalf of the Company in respect of any event described in clause (c) of the definition of the term “Prepayment Event” with respect to Qualified Equity Interests, the Company or any of its Restricted Subsidiaries may, from time to time, use such Net Proceeds (or, to the extent such Net Proceeds were previously applied to repay the Revolving Loans in accordance with Section 2.11(c), use Revolving Loans in an amount equal to the Net Proceeds so prepaid) to (x) voluntarily redeem some or all of the 2009 Notes or 2010 Notes in accordance with the 2009 Indenture or 2010 Indenture, as applicable, and/or (y) voluntarily purchase 2009 Notes or 2010 Notes from one or more holders thereof and/or (z) prepay amounts outstanding under the Sidel Water Capital Lease, in each case as long as (A) no Default or Event of Default has occurred and is continuing or would result after giving effect to such redemption, repurchase or prepayment, (B) the Borrowers have Aggregate Availability minus Disqualified Payables of at least $100,000,000, determined both on the date of such redemption, repurchase or prepayment (after giving effect thereto) and on an average basis for the thirty day period ending on (i) in the case of redemptions and purchases under clauses (a) and (b) of this subsection (xi), the date the Company or such Restricted Subsidiary initially offers to make such redemption or purchase or (ii) in the case of prepayments under clause (c) of this subsection (xi), the date of such prepayment (in each case assuming that such redemption, repurchase or prepayment, as the case may be) was made on the first day of such period), (C) in the case of redemptions and purchases under clauses (a) and (b) of this subsection (xi), such redemption or purchase is made within thirty days of the original offer to made such redemption or purchase, (D), determined both on the date of such redemption, repurchase or prepayment and, on and on an average basis for the thirty day period ending of such date (in each case assuming that such redemption, repurchase or prepayment was made on the first day of such period), of at least $75,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day on a pro forma basis, is no less than 1.25 to 1.0; (xii) the Company or any of its Restricted Subsidiaries may, from time to time, exchange any Qualified Equity Interests for all or part the 2009 Notes or 2010 Notes during the term of this Agreement as long as (A) no Default or Event of Default has occurred and is continuing or would result after giving effect to such exchange, (B) the Borrowers have Aggregate Availability minus Disqualified Payables, determined both on the date of such redemption, repurchase or prepayment and, on and on an average basis for the thirty day period ending of such date (in each case assuming that such redemption, repurchase or prepayment was made on the first day of such period), of at least $75,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day on a pro forma basis, is no less than 1.25 to 1.0; (xiii) the Company or any of its Restricted Subsidiaries may, from time to time, prepay any Indebtedness outstanding in connection with the Sidel Water Capital Lease (the “Sidel Prepayment Amount”) during the term of this Agreement as long as the Company delivers a certificate by a Financial Officer stating the Sidel Prepayment Amount and attesting that the Sidel Prepayment Amount is equal to or less than the value of (i) the Letters of Credit issued for the benefit of General Electric Capital Corporation (“GECC”) that GECC in its capacity as lessor will return for cancellation and/or (ii) cash collateral that GECC in its capacity as lessor will release, in each case, in connection with such prepayment; and (xiv) payment of Indebtedness permitted by Section 6.01(d) when due; provided that, in connection with any redemptions, purchases or exchanges under Section 7.03(a6.09(b)(vii) and Sections 6.09(b)(ix) through 6.09(b)(xiii);, in each case, the Administrative Agent shall have received a certificate, signed by the chief financial officer of the Company, on behalf of the Company, (i) stating the nature, the amount and the date of the payment, exchange or distribution, (ii) certifying that the Company and/or each applicable Restricted Subsidiary has complied with the terms and conditions contained in the applicable subsection of 6.09(b), (iii) stating that the proposed transaction documents do not violate the terms and conditions of the 2009 Indenture or the 0000 Xxxxxxxxx and (iv) setting forth the calculation of the Disqualified Payables. For purposes of this Section 6.09(b) the 2009 Notes or 2010 Notes shall be deemed to be “redeemed” at the time that a Borrower or Restricted Subsidiary deposits with the trustee under the 2009 Indenture or 2010 Indenture, as applicable, the funds sufficient to redeem the applicable 2009 Notes or 2010 Notes.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower will not, and Borrowers will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except so long as no Specified Event of Default exists or incur any obligation (contingent or otherwise) to do sowould arise therefrom, except that (A) the Borrower Borrowers may declare and pay dividends with respect to its Equity Interests payable solely their capital stock in cash or in additional Equity Interests (other than Disqualified Stock) of the Borrower, (B) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (C) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s their common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a). (iib) The Borrower Borrowers will notnot at any time, and will not permit any Restricted Subsidiary to, of their Subsidiaries to make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, cash securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (Ai) payments payment of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness permitted under Section 6.01; (ii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (iii) prepayments, redemptions, retirements, acquisition, cancellation or termination of Indebtedness of any Borrower (collectively, a "Prepayment") as long as (A) no Default or Event of Default then exists or, after giving effect to such Prepayment, would arise; and (B) during the ninety (90) day period prior (on a pro forma basis) to the date of such Prepayment, and for the ninety (90) day period following (on a projected basis) the date of such Prepayment, there shall be daily Excess Availability of at least $250,000,000; and (C) the aggregate of all such Prepayments shall not exceed the sum of $500,000,000 plus the Refreshing Basket from and after the Effective Date. (c) After the occurrence and during the continuation an Event of Default under Sections 7.01(h) or 7.01(i) hereof, the Lead Borrower will not at any time, make or agree to pay or make, directly or indirectly any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other than distribution (whether in cash, securities or 75other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except payment of regularly scheduled principal and interest payments in respect of any Subordinated permitted Indebtedness prohibited by the subordination provisions thereof; (B) and refinancings of Specified Indebtedness with the proceeds of other Indebtedness permitted under Section 7.03(a);Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (i) The Borrower will Each Loan Party shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries through any manner or means or through any other Person to, declare or make, or agree to pay or make, directly or indirectly: (a) declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any Restricted Paymentof its Equity Interests, return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, make any distribution of assets, obligations, Equity Interests, other Securities or other property to its stockholders, partners or members (or the equivalent Persons thereof), or incur purchase, redeem, retire, defease or otherwise acquire for value any obligation (contingent or otherwise) to do soEquity Interests in such Loan Party, based on their ownership interest in such Subsidiary, except that (Ai) payments in the form of Equity Interests (other than Disqualified Equity Interests) of the Borrower, (ii) Subsidiaries of the Borrower may declare and pay dividends ratably with respect to its their Equity Interests payable solely ratably to their equityholders, (iii) in additional connection with the conversion of Securities of the Borrower into Equity Interests (other than Disqualified StockEquity Interests) and the payment in cash in lieu of fractional shares in connection therewith, (iv) so long as no Default or Event of Default has occurred and is continuing, payments made from the Net Cash Proceeds of the Borrower, (B) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interest, or make other Restricted Payments in respect issuance of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to other than Disqualified Equity Interests) by the Borrower and the Restricted Subsidiaries), within 180 days of such issuance; (Cv) payments by the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year to allow the payment of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in upon the Borrower exercise of options or warrants or upon the conversion or exchange of its Equity Interests; provided such payments are not made for the purpose of evading the restrictions of this Section 6.4; (vi) payments to satisfy dissenters’ rights pursuant to or in connection with the exercise a merger, amalgamation, consolidation or transfer of warrantsassets not otherwise prohibited by this Agreement; (vii) payments to redeem or retire any warrants held by any Lender or Affiliate thereof, options (viii) payments pursuant to stock compensation or other securities convertible into or exchangeable for shares of common stock similar plans in the BorrowerOrdinary Course, (F) so long as no Default has occurred and is continuingor to repurchase, the Borrower may declare and make Restricted Payments in an aggregate amount redeem or otherwise acquire Equity Interests of a Loan Party or its Subsidiaries held by any former employees, officers, directors or consultants, not to exceed $80,000,000 1,000,000 in any fiscal year Fiscal Year, with unused amounts in respect any Fiscal Year being carried over to the next succeeding Fiscal Year (subject to a maximum of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as $2,500,000 of the date such dividend is declared (or, payments in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (HFiscal Year), (1ix) no Default shall have occurred and be continuing or would result therefrom (orregularly scheduled interest payments with respect to the Convertible Notes, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2x) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a).Tax Distributions; or (iib) The Borrower will not, and will not permit make any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment voluntary prepayment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on on, or redeem, repurchase, retire or otherwise acquire, any Indebtedness permitted by Section 7.03(a)(xii)for borrowed money, except (i) payments to the Agent or any payment or other distribution (whether the Lenders in cash, securities or other property), including any sinking fund or similar deposit, on account respect of the purchaseObligations, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (Aii) regular scheduled payments of regularly scheduled interest and principal payments as and when due (to the extent not prohibited by applicable subordination provisions in respect favor of the Agent), and (iii) the conversion of any Specified Indebtedness, other than payments in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof; (B) refinancings of Specified Indebtedness with the proceeds of other Indebtedness permitted under Section 7.03(a);into common Equity Interests.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation except (contingent or otherwise) to do so, except that (Ai) the Borrower Company may declare and pay dividends with respect to its Equity Interests common stock payable solely in additional Equity Interests (other than Disqualified Stock) shares of the Borrowerits common stock, (B) any Restricted Subsidiary may declare and pay dividends or make other distributions and, with respect to its Equity Interestpreferred stock, payable solely in additional shares of such preferred stock or make other Restricted Payments in respect shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (Civ) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower Company may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares shares, and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (Ev) the Borrower Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the BorrowerCompany, and (Fvi) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower Company may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional other Restricted Payments; provided provided, that at the time of and immediately after giving pro forma effect to any such Restricted Payment referred pursuant to in this clause (Hvi), (1) the Payment Condition shall be satisfied with respect to such Restricted Payment; provided, however, no Default shall have occurred and be continuing or would result therefrom Restricted Payments of Material Intellectual Property (or, in the case at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party) except with respect to intellectual property relating solely to a Person that ceases to be a Loan Party as a result of a Restricted Payment that is necessary or advisable otherwise permitted hereunder, and in any such case, such Restricted Payment, if applicable, shall be subject to a non-exclusive, irrevocable (as determined by the Borrower until Payment in good faithFull) for the consummation royalty-free license of a Limited Condition Acquisition, no Default exists as such Material Intellectual Property in favor of the date Administrative Agent for use in connection with the definitive acquisition agreements for such Limited Condition Acquisition are entered into) exercise of rights and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as remedies of the last day Secured Parties under the Loan Documents in respect of the fiscal quarter Collateral, which license shall be substantially similar to the license described in Section 5.4 of the Borrower then most recently ended for which financial statements have been delivered pursuant Security Agreement (or otherwise reasonably satisfactory to Section 7.01(athe Administrative Agent). (iib) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Specified Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (Ai) payments payment of regularly scheduled interest interest, and principal payments as and when due in respect of any Specified IndebtednessIndebtedness permitted under Section 6.01, other than payments in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof; ; (Bii) refinancings refinancings, exchanges, tenders, repayments, prepayments, repayments, repurchases, acquisitions, redemptions, retirements, cancellations or terminations (including Indebtedness for Indebtedness exchanges) of Specified Indebtedness to the extent permitted by Section 6.01(f); (iii) payments, refinancings, exchanges, tenders, repayments, prepayments, repurchases, acquisitions, redemptions, retirements, cancellations or terminations of secured Specified Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Specified Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05[intentionally omitted]; (iv) payments, refinancings, exchanges, tenders, repayments, prepayments, repurchases, acquisitions, redemptions, retirements, cancellations or terminations of or in respect of Specified Indebtedness solely by (x) utilizing issuances of any Equity Interests of the Company to repay, refinance, exchange, tender, prepay, repurchase, acquire, redeem, retire, cancel or terminate any such Specified Indebtedness, (y) an aggregate amount equal to the sum of (1) the net cash proceeds received from the issuance of any Equity Interests of the Company and (2) the Net Cash Proceeds from any Disposition otherwise permitted by this Agreement or otherwise consented to in accordance with the terms of this Agreement, to the extent such Net Cash Proceeds are not required to be used to prepay the Obligations in accordance with Section 2.11(b), in each case, with respect to any such equity issuances or Dispositions occurring on or after the First Amendment Effective Date, or (z) utilizing any other cash or cash equivalents, including proceeds of other any Revolving Loans (solely upon the maturity of any such Specified Indebtedness), in an aggregate amount not to exceed $50,000,000; and (v) payments, refinancings, exchanges, tenders, repayments, prepayments, repurchases, acquisitions, redemptions, retirements, cancellations or terminations by any Subsidiary that is not a Loan Party of or in respect of Specified Indebtedness permitted incurred by any Subsidiary that is not a Loan Party; and (vi) payments, repayments, exchanges, tenders, prepayments, repurchases, acquisitions, redemptions, retirements, cancellations, terminations or distributions in respect of any Specified Indebtedness; provided that after giving pro forma effect to any such payments, exchanges, tenders, repayments, prepayments, repurchases, acquisitions, redemptions, retirements, cancellations, terminations or distributions pursuant to this clause (vi), the Payment Condition shall be satisfied with respect to such event provided, in no event shall any proceeds of any Revolving Loans be utilized to consummate any of the foregoing transactions specifically described under clause (b)(ii) or (b)(iv) above with respect to Section 7.03(a6.01(f)(vii) except in accordance with clause (z) of Section 6.08(b)(iv);.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower will notNo Loan Party shall, and will not nor shall any Loan Party permit any Restricted Subsidiary of its Subsidiaries or the LS&Co. Trust to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do soPayments, except that that, so long as no Default or Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (Ai) the U.S. Borrower may declare and pay dividends with respect to its Equity Interests and distributions payable solely only in additional Equity Interests (other than Disqualified Stock) of the U.S. Borrower, (Bii) any Restricted Subsidiary the U.S. Borrower may declare purchase Equity Interests from present or former employees, directors or other recipients (and pay dividends or make other distributions with respect to its Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders their beneficiaries) of such Equity Interests under the U.S. Borrower’s incentive compensation plans and agreements as provided under such plans and agreements for aggregate consideration not to exceed $35.0 million in any twelve (or12) Fiscal Month period, if (iii) Restricted Payments to a U.S. Loan Party, (iv) Restricted Payments by any Foreign Subsidiary to any Canadian Loan Party and (v) Restricted Payments by any Foreign Subsidiary (other than a Canadian Loan Party) to any Foreign Subsidiary; provided that (i) the requirements of this Section 6.08(a) shall not ratably, on a basis more favorable apply to any Restricted Payment when the Payment Conditions with respect thereto are satisfied and the Loan Parties shall have delivered to the Borrower Administrative Agent either a certificate of a Financial Officer (with reasonably detailed calculations) certifying satisfaction of the Payment Conditions or other evidence of the same reasonably satisfactory to the Administrative Agent and (ii) no Default or Event of Default shall be deemed to have occurred if the Payment Conditions with respect to any Restricted SubsidiariesPayment cease to be satisfied based solely on any Restricted Payments made when the Payment Conditions with respect thereto were satisfied. (b) No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries or the LS&Co. Trust to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (collectively, a “prepayment”) any Indebtedness, except (i) the prepayment of the Loans in accordance with the terms of this Agreement, (ii) the prepayment of Indebtedness payable to a U.S. Loan Party, (iii) the prepayment of Indebtedness payable to a Canadian Loan Party by any Foreign Subsidiary, (iv) the prepayment of Indebtedness owed to any Foreign Subsidiary by any Foreign Subsidiary (other than a Canadian Loan Party), (Cv) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year prepayment of the Borroweroutstanding principal amount of, pursuant premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to and be repaid under the terms thereof as a result of a permitted Disposition, (vi) the prepayment of Indebtedness, in accordance with stock option plans whole or other benefit plans for management in part, from the net cash proceeds of (or employees in exchange for) Permitted Refinancing Indebtedness, (vii) the close out of Ordinary Course Swap Agreements, (viii) the prepayment of Indebtedness of the U.S. Borrower to any of its Subsidiaries and Indebtedness of any of its Subsidiaries to the Restricted U.S. Borrower or any of its other Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded Indebtedness to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and be prepaid is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered permitted pursuant to Section 7.01(a). (ii) The Borrower will not6.01, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii), or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (A) payments of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, other than payments in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof; (B) refinancings of Specified Indebtedness with the proceeds of other Indebtedness permitted under Section 7.03(a);each

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (Ai) each of the Borrower Borrowers and its Subsidiaries may declare and pay dividends with respect to its Equity Interests common stock payable solely in additional Equity Interests (other than Disqualified Stock) shares of the Borrowerits common stock, (B) any Restricted Subsidiary may declare and pay dividends or make other distributions and, with respect to its Equity Interestpreferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) any Subsidiary may make a Restricted Payment to a Borrower and any Subsidiary which is not a Loan Party may make a Restricted Payment to another Subsidiary, (iii) each of the Loan Parties may make other Restricted Payments in respect of its Equity Interestsso long as: (A) both before and after giving effect to such Restricted Payment, in each case ratably no Default exists, will exist, or would result therefrom, and (B) after giving effect to the holders consummation of such Equity Interests (or, if not ratablyRestricted Payment, on a basis more favorable pro forma basis, either: (I) at all times for the 45 day period prior to the Borrower consummation of such Restricted Payment and after giving effect to such Restricted Payment, Excess Availability is greater than or equal to an amount equal to 25% of the aggregate Revolving Commitments, or (II) (x) at all times for the 45 day period prior to the consummation of such Restricted Subsidiaries)Payment and after giving effect to such Restricted Payment, Excess Availability is greater than or equal to an amount equal to 20% of the aggregate Revolving Commitments, and (y) the Fixed Charge Coverage Ratio, calculated on a trailing four fiscal quarter basis, is greater than or equal to 1.2 to 1.0, recomputed for the most recent fiscal quarter for which financial statements have been delivered to Administrative Agent under the Loan Documents, (Civ) the Borrower Company may make Restricted Payments, not exceeding $5,000,000 during any fiscal year noncash repurchases of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) deemed to occur upon the exercise of stock options, deferred stock units and restricted shares to the extent options or similar equity incentive awards if such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units options or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or awardsimilar equity incentive awards, (Ev) the Borrower Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the BorrowerCompany, (Fvi) so long as no Default has occurred and is continuing, the Borrower Company may declare pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Company held by any future, present or former employee, director, consultant or distributor (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Company or any of its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or otherwise pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including but not limited to the ESOP and make Restricted Payments including any stock subscription or shareholder agreement) with any employee, director, consultant or distributor of the Company or any of its Subsidiaries in an aggregate amount not to exceed $80,000,000 500,000 in any fiscal year calendar year, and (vii) the Company may make distributions or pay dividends to the ESOT in respect the amounts of dividends regularly scheduled payments to be made on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as ESOP Indebtedness in accordance with the terms of the date such dividend is declared (or, ESOP Loan Documents in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of effect on the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into)hereof; provided, the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect that, as to any such Restricted Payment referred to in this clause (H)distribution or dividend, (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined all proceeds received by the Borrower in good faith) for ESOT are used by the consummation of a Limited Condition Acquisition, no Default exists as of ESOT to repay the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)ESOP Indebtedness. (iib) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (Ai) payments payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Specified IndebtednessIndebtedness permitted under Section 6.01, other than payments in respect of any the Subordinated Indebtedness prohibited by the subordination provisions thereof; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05; and (v) repayments of Indebtedness so long as: (A) both before and after giving effect to such repayment of Indebtedness, no Default exists, will exist, or would result therefrom, and (B) refinancings after giving effect to the consummation of Specified such repayment of Indebtedness, on a pro forma basis, either: (I) at all times for the 45 day period prior to the consummation of such repayment of Indebtedness with and after giving effect to such repayment of Indebtedness, Excess Availability is greater than or equal to an amount equal to 25% of the proceeds aggregate Revolving Commitments, or (II) (x) at all times for the 45 day period prior to the consummation of other such repayment of Indebtedness permitted and after giving effect to such repayment of Indebtedness, Excess Availability is greater than or equal to an amount equal to 20% of the aggregate Revolving Commitments, and (y) the Fixed Charge Coverage Ratio, calculated on a trailing four fiscal quarter basis, is greater than or equal to 1.2 to 1.0, recomputed for the most recent fiscal quarter for which financial statements have been delivered to Administrative Agent under Section 7.03(a);the Loan Documents.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Other than the payment of amounts payable under the Acquisition Documents as consideration for the Acquisition (or paying a dividend to Holdings to enable Holdings to make any such payment), neither Holdings nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (Ai) the Borrower Holdings may declare and pay dividends with respect to its Equity Interests capital stock payable solely in additional Equity Interests (other than Disqualified Stock) shares of the Borrowerits common stock, (Bii) any Restricted Subsidiary Subsidiaries may declare and pay dividends or make other distributions ratably with respect to its Equity Interesttheir capital stock, or (iii) Holdings may make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (C) the Borrower may make Restricted Payments to Holdings to enable Holdings to make such Restricted Payments), not exceeding $5,000,000 2,000,000 during any fiscal year of the Borroweryear, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only)its Subsidiaries, (Div) the Borrower may pay dividends to Holdings at such times and in such amounts, not exceeding $2,000,000 during any fiscal year, as shall be necessary to permit Holdings to pay reasonable administrative expenses incurred in the ordinary course of its business, (v) Holdings may make Restricted Payments (and the Borrower may make Restricted Payments to Holdings to enable Holdings to make such Restricted Payments), not exceeding $5,000,000 in any fiscal year and not exceeding $10,000,000 in the aggregate during the term of this Agreement, to repurchase Equity Interests (i) upon in Holdings owned by employees or former employees of the exercise of stock options, deferred stock units and restricted shares Borrower or the Subsidiaries pursuant to the extent terms of agreements (including employment agreements) with such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or awardemployees, (Evi) the Borrower may make cash Restricted Payments to Holdings to enable Holdings to pay management fees pursuant to the Management Agreement that are permitted to be paid pursuant to clause (c) of Section 6.09, (vii) the Borrower may make Restricted Payments to Holdings at such times and in such amounts (but not prior to the fifth anniversary of the date of issuance of the Holdings Discount Notes) as shall be necessary to enable Holdings (A) on the fifth anniversary of the date of issuance of the Holdings Discount Notes, to redeem the amount of Holdings Discount Notes equal to the Holdings Discount Notes Redemption Amount and (B) after such fifth anniversary, to make interest payments in lieu cash on such Holdings Discount Notes as and when due; PROVIDED, that at the time of the issuance of fractional shares representing insignificant interests and after giving effect to each Restricted Payment made in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, reliance upon this clause (F) so long as no Default has occurred and is continuingvii), the Borrower and its Restricted Subsidiaries are in compliance with the covenants contained in Sections 6.12 and 6.13 as of the end of the most recent fiscal quarter for which financial statements are available assuming that Total Debt or Total Senior Debt, as applicable, as of the last day of such quarter had been equal to the Total Debt or Total Senior Debt, as applicable, as of the date of such Restricted Payment after giving effect to such Restricted Payment, and (viii) Holdings and the Borrower may declare and make additional Restricted Payments for the purposes contemplated by clauses (iii) through (v) of this Section 6.08(a) in an aggregate amount not to exceed $80,000,000 in 5,000,000 during the term of this Agreement; PROVIDED that any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable otherwise permitted by clause (as determined by the Borrower in good faithiii) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount and clauses (v) through (viii) above shall not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that be permitted if at the time of thereof and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no thereto a Default shall have occurred and be continuing continuing; PROVIDED FURTHER, that the provisions of clauses (iii) through (viii) above that permit certain dividends or would result therefrom (or, in other Restricted Payments to Holdings shall not be construed to permit the case payment of a dividends or other Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation Payments to any other holder of a Limited Condition Acquisition, no Default exists as Equity Interests of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)Borrower. (iib) The Neither Holdings nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation or termination of any other Specified Indebtedness, except: (Ai) payments payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, other than payments in respect of any the Subordinated Indebtedness Debt or Existing Notes prohibited by the subordination provisions thereof; ; (Biii) refinancings of Specified Indebtedness with to the proceeds extent permitted by Section 6.01; (iv) payment of other secured Indebtedness permitted that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) repayment of all amounts outstanding under Section 7.03(a);the Existing Credit Agreement and purchase of the Existing Notes accepted for payment pursuant to the Debt Tender Offer, in each case on the Effective Date; and (vi) redemption of any Existing Notes that remain outstanding after consummation of the Debt Tender Offer.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower Borrowers will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (Ai) the Borrower Company may declare and pay dividends with respect to its Equity Interests capital stock payable solely in additional Equity Interests (other than Disqualified Stock) shares of the Borrowerits common stock, (Bii) any Restricted Subsidiary Subsidiaries may declare and pay dividends or make other distributions ratably with respect to its Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries)their capital stock, (Ciii) the Borrower Company may make Restricted Payments, not exceeding $5,000,000 1,000,000 during any fiscal year of the Borroweryear, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower Company and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only)Subsidiaries, (Div) the Borrower may repurchase Equity Interests (i) upon the exercise of stock optionsPermitted Tax Distributions by any Loan Party to another Loan Party, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred such Loan Party uses such distributions to pay its Taxes and is continuing(v) the Company may repurchase shares of its common stock (including repurchase of Convertible Notes, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, either in the case of a Restricted Payment that is necessary open market or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered intothrough private transactions), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H)Payment, (1A) no Default or Event of Default shall have occurred and be continuing or would result therefrom (or, in the case of a other than any Restricted Payment that is necessary or advisable set forth in clause (as determined by iv)), (B) the Borrower in good faith) Fixed Charge Coverage Ratio, computed on a Pro Forma Basis for the consummation most recent period of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the four fiscal quarter of the Borrower then most recently ended quarters for which financial statements shall have been delivered pursuant to Section 7.01(a)5.01, shall be not less than 1.25 to 1.00 and (C) Availability, determined on a Pro Forma Basis, shall have been and shall be not less than 25% of the aggregate Revolving Commitments at all times during the period commencing on the 60th day before such Restricted Payment and ending on the first anniversary of such Restricted Payment. (iib) The Borrower Borrowers will not, and nor will not they permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (Ai) payments of Indebtedness created under the Loan Documents; (ii) redemptions and repurchases of Convertible Notes to the extent permitted by paragraph (a) of this Section, and payment of the cash portion of the settlement amount required to be paid to any holder of Convertible Notes upon the conversion thereof in accordance with the terms of the Convertible Note Documents (provided that no such payment may be financed in whole or in part by any Borrowings hereunder unless Availability, determined on a Pro Forma Basis, shall be at least $50,000,000); (iii) payment of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, other than payments in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof; ; (Biv) refinancings of Specified Indebtedness with to the proceeds extent permitted by Section 6.01; (v) payment of other secured Indebtedness permitted under Section 7.03(a);that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; and (vi) payments of Indebtedness solely by issuance of the common stock of the Company.

Restricted Payments; Certain Payments of Indebtedness. (ia) The Neither Holdings nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (Ai) the Borrower Holdings may declare and pay dividends with respect to its Equity Interests capital stock payable solely in additional Equity Interests shares of its common stock, (other than Disqualified Stockii) Subsidiaries of the Borrower, (B) any Restricted Subsidiary Borrower may declare and pay dividends or make other distributions ratably with respect to its Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries)their capital stock, (Ciii) Holdings and the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, Payments pursuant to and in accordance with stock option plans or other benefit plans for management management, employees or Associated Employees (including former employees and former Associated Employees) of Holdings, the Borrower and its Subsidiaries; provided that the Restricted Subsidiaries (amount thereof, taken together with any unused amount available payments or transfers of cash, assets or debt securities pursuant to clause (g) of Section 6.09, do not exceed $15,000,000 in any fiscal year, (iv) provided no Event of Default is continuing or would result therefrom, the Borrower may pay dividends to Holdings (x) within the 30-day period prior to any payment date for interest on Permitted Holdings Debt in the following fiscal year onlyamount of such interests payment and (y) at any time in such amounts as may be necessary to permit Holdings to pay its expenses and liabilities incurred in the ordinary course (other than payments in respect of Indebtedness or Restricted Payments), (Dv) the Borrower may repurchase Equity Interests (i) upon the exercise provided no Event of stock optionsDefault is continuing or would result therefrom, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments Restricted Payments to Holdings, and Holdings may, in lieu of turn, make such Restricted Payments to the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the BorrowerParent, (FA) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in 12,500,000 during any fiscal year in respect of dividends on the Borrower’s common stock, Borrower and (GB) so long as no Default has occurred and the Pro Forma RP Coverage Ratio is continuing as of not less than 1.05 to 1.00 and, if on the date of such dividend Restricted Payment the Pro Forma Leverage Ratio is declared (orless than 5.00 to 1.00, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an aggregate amount not to exceed the Available Amount and (H) Borrower's Portion of Excess Cash Flow for the immediately preceding fiscal year of the Borrower may less the amount of any other Designated Excess Cash Expenditures made with such Borrower's Portion of Excess Cash Flow, (vi) Restricted Payments in amounts as shall be necessary to make additional Restricted PaymentsTax Payments to the extent not disallowed by Section 6.14; provided that at the time of and immediately after giving effect all Restricted Payments made pursuant to any such Restricted Payment referred to in this clause (H)vi) are used by the Parent or Holdings for the purpose specified in clause (vi) within 30 days of receipt thereof, (1vii) provided that no Event of Default shall have occurred and be is continuing or would result therefrom and that on the date of such Restricted Payment the Pro Forma Leverage Ratio is less than 5.00 to 1.00, Holdings may, not later than the date that is 60 days after the date of consummation of an IPO of Holdings or the Parent, make a Restricted Payment to the Parent (or, x) in the case of a an IPO of Holdings, in an amount equal to the portion of the Net Proceeds thereof that is neither Designated Equity Proceeds nor required by Section 2.11(c) to be applied to the prepayment of Term Loans and (y) in the case of an IPO of the Parent, provided the Allocable Net Proceeds have been contributed to, or used to purchase Equity Interests of, Holdings in accordance with Section 6.21(b), in an amount equal to the portion of such Allocable Net Proceeds of such IPO that is neither Designated Equity Proceeds nor required by Section 2.11(c) to be applied to the prepayment of Term Loans, provided, further, however, that no Restricted Payment shall be made pursuant to this clause (vii) unless all prepayments of Term Loans required under Section 2.11(c) in connection with any such IPO have been made and (viii) provided that no Event of Default is necessary continuing or advisable would result therefrom, the Borrower may from time to time pay cash dividends to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the West Allocable Share of regularly scheduled cash interest payable during the next period of 30 days on outstanding Qualifying Parent Indebtedness, provided, however, that (as determined x) any such dividends relating to any such cash interest payment must be paid not earlier than 30 days prior to the date when such cash interest is required to be paid by the Parent and the proceeds must (except to the extent prohibited by applicable subordination provisions) be applied by the Parent to the payment of such interest when due and (y) no payment of dividends may be made pursuant to this clause (viii) in respect of the West Allocable Share of cash interest on Qualifying Parent Indebtedness other than Base QPI unless the Borrower in good faith) Interest Coverage Ratio for the consummation period of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the four consecutive fiscal quarter of the Borrower then quarters most recently ended for which financial statements have been delivered pursuant on or prior to Section 7.01(a). (ii) The Borrower will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii), or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (A) payments of regularly scheduled interest and principal payments as and when due in respect of any Specified Indebtedness, other than payments in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof; (B) refinancings of Specified Indebtedness with the proceeds of other Indebtedness permitted under Section 7.03(a);date of

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation except (contingent or otherwise) to do so, except that (Ai) the Borrower Company may declare and pay dividends with respect to its Equity Interests common stock payable solely in additional Equity Interests (other than Disqualified Stock) shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the Borrowerrestrictions under Section 6.04(c), (Bii) Subsidiaries may distribute any Restricted cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may declare and only pay dividends or make other distributions ratably with respect to its Equity Interest, Interests held or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders owned by a Loan Party or a Subsidiary of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries)Loan Party, (Civ) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower Company may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares shares, and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (Ev) the Borrower Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the BorrowerCompany; provided, (F) so long as however, no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared Material Intellectual Property (or, in the case of at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(aLoan Party). (iib) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Specified Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Indebtedness, except: (Ai) payments payment of regularly scheduled interest interest, and principal payments as and when due in respect of any Specified IndebtednessIndebtedness permitted under Section 6.01, other than payments in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof; ; (Bii) refinancings refinancings, exchanges, tenders, repayments, prepayments, repurchases, acquisitions, redemptions, retirements, cancellations or terminations (including Indebtedness for Indebtedness exchanges) of Specified Indebtedness to the extent permitted by Section 6.01(f); (iii) [intentionally omitted]; (iv) payments, refinancings, exchanges, tenders, repayments, prepayments, repurchases, acquisitions, redemptions, retirements, cancellations or terminations of or in respect of Specified Indebtedness by (x) issuing any Equity Interests of the Company to be utilized as the form of consideration to repay, refinance, exchange, tender, prepay, repurchase, acquire, redeem, retire, cancel or terminate any such Specified Indebtedness, (y) an aggregate amount equal to the sum of (1) the net cash proceeds received from the issuance or exercise of any Equity Interests of the Company and (2) the Net Cash Proceeds from any Disposition otherwise permitted by this Agreement or otherwise consented to in accordance with the terms of this Agreement, to the extent such Net Cash Proceeds are not required to be used to prepay the Obligations in accordance with Section 2.11(b), in each case, with respect to any such equity issuances or Dispositions occurring on or after the First Amendment Effective Date, or (z) utilizing any other cash or cash equivalents, including proceeds of any Revolving Loans (solely upon the maturity of any such Specified Indebtedness), in an aggregate amount not to exceed $50,000,000; provided, that no proceeds received pursuant to the Equity Commitment Documents shall be used to make any payment in respect of any Specified Indebtedness other than scheduled interest payments thereunder; and (v) payments, refinancings, exchanges, tenders, repayments, prepayments, repurchases, acquisitions, redemptions, retirements, cancellations or terminations by any Subsidiary that is not a Loan Party of or in respect of Specified Indebtedness permitted incurred by any Subsidiary that is not a Loan Party; provided, in no event shall any proceeds of any Revolving Loans be utilized to consummate any of the foregoing transactions specifically described under clause (b)(ii) or (b)(iv) above with respect to Section 7.03(a6.01(f)(vii) except in accordance with clause (z) of Section 6.08(b)(iv);; provided, further, that during the Equity Commitment Period, no payment, or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Specified Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Specified Indebtedness, in each case, may be made pursuant to this Section 6.08(b) other than pursuant to Sections 6.08(b)(i), 6.08(b)(ii) or 6.08(b)(iv)(x).

Restricted Payments; Certain Payments of Indebtedness. (ia) The Borrower will not, and nor will not it permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that except: (Ai) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests of the same class (other than Disqualified Stock); (ii) of the Borrower, (B) any Restricted Subsidiary Subsidiaries may declare and pay dividends or make other distributions ratably with respect to its their Equity InterestInterests; (iii) the repurchase, redemption or make other Restricted Payments acquisition or retirement for value of any Equity Interests in respect the Borrower or any Subsidiary held by any future, present or former directors, officers, members of management, employees or consultants of the Borrower or any of its Equity InterestsSubsidiaries or their respective estates, in each case ratably heirs, family members, spouses or former spouses pursuant to the holders terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that (A) the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any fiscal year (other than (1) any such Equity Interests repurchased, redeemed, acquired or retired in compensation for any taxes due or payable by the holder thereof, and (or2) any such Equity Interests that are deemed repurchased, if not ratablyredeemed, on a basis more favorable to acquired or retired by the Borrower and the Restricted Subsidiaries), (C) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, pursuant to and in accordance connection with stock option plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to options or warrants by the extent such Equity Interests represent holder thereof in connection with the payment of all or a portion of the exercise price of such stock options, deferred stock units options or restricted shares warrant) will not exceed $10,000,000 per year or $25,000,000 during the term of this Agreement and (iiB) such Equity Interests shall only be repurchased, redeemed, acquired or retired in connection with the withholding death, resignation or retirement of, or settlement of a portion dispute with, any such Person; (iv) the making of any payment in exchange for, or out of the Net Proceeds of, a substantially concurrent sale (other than to a Subsidiary of the Borrower) of, common Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or Borrower; and (v) other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed exceeding $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (calculated as of the last day of the fiscal quarter of the Borrower then most recently ended for which financial statements have been delivered pursuant to Section 7.01(a)5,000,000. (iib) The Borrower will not, and nor will not it permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness permitted by Section 7.03(a)(xii)Permitted Subordinated Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any other Specified Permitted Subordinated Indebtedness, except: (Ai) payments payment of fees, expenses and regularly scheduled interest and principal payments as and when due in respect of any Specified such Indebtedness, other than payments in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof; and (Bii) refinancings of Specified such Indebtedness with to the proceeds of other Indebtedness extent permitted under by Section 7.03(a6.01(a)(xix);.