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

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) Holdings may declare and pay distributions with respect to its common Equity Interests payable solely in additional common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests, (ii) the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interests. (b) No Loan Party will, nor will it permit any 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, 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, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments and mandatory prepayments as and when due in respect of any Indebtedness, other than payments in respect of 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; and (v) optional prepayment of Indebtedness (in the case of the Term Loans subject to the terms of the Intercreditor Agreement); provided, that (A) no Default has occurred or is continuing or would result after giving effect to such payment, (B) immediately after giving effect to such prepayment Aggregate Availability is not less than $40,000,000, and (C) the Fixed Charge Coverage Ratio for Holdings and its Subsidiaries (after giving effect to such repayment or repurchase) would not be less than 1.10 to 1 for the most recently completed twelve month period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period (calculated on a pro forma basis in a manner acceptable to the Administrative Agent) such repayment or repurchase occurred on the first day of such applicable period.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Company will not, nor will it permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except except: (i) Holdings each Restricted Subsidiary of the Company may declare and pay distributions with respect make Restricted Payments to its common the Company or any Restricted Subsidiary of the Company (and, in the case of any such Subsidiary that is not a wholly-owned Subsidiary, to each other owner of Equity Interests payable solely in additional common of such Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests, ); (ii) the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary constituting a Restricted Payment, the Company may consummate any transaction permitted by Section 4.12 and Section 4.13 (other than Section 4.13(n), (p), and (s)); (iii) to permit Holdings to (A) purchase Holdings’ the extent constituting a Restricted Payment, the conversion of the Existing Notes, the Notes and the Other Senior Secured Convertible Notes into Equity Interests from present pursuant to the terms thereof; (iv) repurchases, redemptions or former directorsreductions in number of shares issued (including, officers or employees by utilization of the “net share” concept) by the Company of any Loan Party or its Subsidiaries upon Equity Interests in the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date Company made in connection with resales (I) the surrender of Equity Interests so purchasedshares by employees to (x) shall not exceed $2,000,000facilitate the payment by such employees of the taxes associated with compensation received by such employees under the Company’s stock-based compensation plans and, (By) pay management fees to satisfy the purchase price of nonqualified stock options and (II) the deduction by the Company, of a portion of restricted stock or performance shares previously (i.e. prior to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course date of the operation deduction) granted to employees under the Company’s stock-based compensation plans to facilitate the payment by such employees of Holdings business the taxes associated with the vesting of such restricted stock and performance shares; in an amount not to exceed (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with for both clauses (ivI) and (v) of this Section 6.08(aII)), so long astogether with all Restricted Payments made pursuant to Section 4.17(a)(xiv), (A) no Default has occurred or is continuing or would result $4,000,000 in the aggregate in any fiscal year; provided, in each case, that prior to and after giving effect to such distributionrepurchases, redemptions or reductions no Default or Event of Default exists or is continuing; (Bv) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 the extent constituting a Restricted Payment, payments of the Existing Notes to the extent permitted by Section 4.17(b)(vi) or (vii); (vi) to the extent constituting a Restricted Payment, payments of the Notes and the Other Senior Secured Convertible Notes made pursuant to an exchange for or out of the proceeds of Indebtedness constituting a Permitted Refinancing of the Notes and Other Senior Secured Convertible Notes permitted under Section 4.10(a)(i) and (Cxxi), as applicable; (vii) [reserved]; (viii) [reserved]; (ix) 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 Holders of the Notes in all respects material to their interests as those contained in the Equity Interests redeemed thereby; (x) payments made or expected to made in respect of withholding or similar Taxes payable by any future, present or former 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 options and the vesting of restricted stock and restricted stock units; (xi) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower Company may pay dividends to Holdings so long as, (A) no Default has occurred which is continuingpay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof and (B) immediately after giving effect to honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such paymentconversion and may make payments on convertible Indebtedness in accordance with its terms, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as both cases of (A) no Default has occurred which is continuing, and (B), in an amount not to exceed $500,000 in the aggregate; (xii) immediately after giving effect [reserved]; (xiii) any Restricted Payment made in connection with the Transactions (other than borrowings under the ABL Credit Agreement) and any fees, costs and expenses (including all legal, accounting and other professional fees, costs and expenses) related thereto, including Transaction Expenses; and (xiv) payments made by the Company or any Restricted Subsidiary in respect of withholding or similar taxes payable upon exercise of Equity Interests by any future, present or former employee, director, officer, manager or consultant (or their respective controlled Affiliates or Permitted Transferees) and any repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries Equity Interests represent a portion of the US Borrower and UK Borrower may pay dividends ratably exercise price of such options or warrants or required withholding or similar taxes, in an amount not to exceed, together with all Restricted Payments made pursuant to Section 4.17(a)(iv), $4,000,000 in the holders of their Equity Interestsaggregate in any fiscal year. (b) No Loan Party willThe Company will not, nor will it permit any 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 IndebtednessJunior 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 Indebtednesssuch Indebtedness prior to the scheduled maturity date thereof (collectively, “Restricted Debt Payments”), except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments, payments of fees, expenses and mandatory prepayments as and indemnification obligations when due in respect of any Indebtedness, other than payments in respect of the Subordinated Indebtedness any Junior Financing prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness with proceeds of Permitted Refinancing Indebtedness permitted to be incurred under Section 4.10; (iii) the extent permitted by Section 6.01conversion of any Junior Financing to or payments with Equity Interests (other than Disqualified Equity Interests) of the Company; (iv) payment of secured Indebtedness that becomes due as a result from and after the consummation of the voluntary sale final Exchange pursuant to the Exchange Agreement, prepayments, redemptions, purchases, defeasances and other payments or transfer distributions in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed an amount at the time of making any such prepayment, redemption, purchase, defeasance or other payment or distributions, together with any other such prepayment, redemption, purchase, defeasance or other payment or distributions made utilizing this clause (iv), not to exceed the portion, if any, of the property Restricted Debt Payment Amount that the Company elects to apply pursuant to this clause (iv); (v) any Restricted Debt Payments made in connection with the Transactions (other than borrowings under the ABL Credit Agreement); (vi) prepayment, purchase, repurchase, redemption, defeasance, discharge or assets securing other retirement in whole or in part of the 2024 Notes and the 2026 Notes, in each case, made by exchange (including any such Indebtednessexchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid solely in lieu of the issuance of fractional shares) for, or out of proceeds of, Indebtedness permitted to be incurred under Section 4.10(a)(xvi) are used to make such prepayment; (vii) prepayment in whole or in part of principal amount of the 2024 Notes if the then applicable scheduled maturity date of the 2024 Notes is within 6 months of such prepayment and the aggregate principal amount of the 2024 Notes then outstanding does not exceed $20,000,000; provided, that, as of the date of any such prepayment and after giving pro forma effect thereto, the Company shall be in compliance with Section 4.19; (viii) other than with respect to any Indebtedness incurred pursuant to Section 4.10(a)(xvi), payments as part of an applicable high yield discount obligation or AHYDO catch-up payment; and (vix) optional prepayment [reserved]. (c) The Company will not, nor will it permit any Restricted Subsidiary to, amend or modify any documentation governing any Junior Financing, in each case if the effect of Indebtedness such amendment or modification (when taken as a whole) is in the case violation of the Term Loans subject any Intercreditor Agreement or other applicable intercreditor agreement or subordination agreement. Notwithstanding anything herein to the terms contrary, (i) the foregoing provisions of this Section 4.19 will not prohibit the Intercreditor Agreement); providedpayment of any Restricted Payment or the consummation of any irrevocable redemption, that (A) no Default has occurred purchase, defeasance or is continuing other payment within 60 days after the date of declaration of such Restricted Payment or would result after the giving effect to of irrevocable notice of such redemption, purchase, defeasance or other payment, (B) immediately after as applicable, if at the date of declaration or the giving effect to such prepayment Aggregate Availability is not less than $40,000,000, and (C) the Fixed Charge Coverage Ratio for Holdings and its Subsidiaries (after giving effect to such repayment or repurchase) would not be less than 1.10 to 1 for the most recently completed twelve month period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period (calculated on a pro forma basis in a manner acceptable to the Administrative Agent) such repayment or repurchase occurred on the first day of such applicable periodnotice such payment would have complied with the provisions of this Indenture.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither Holdings nor the Borrower will, nor will it 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 except: (i) each Restricted Subsidiary of Holdings may declare and pay distributions with respect make Restricted Payments to its common Holdings or any Restricted Subsidiary of Holdings (and, in the case of any such Subsidiary that is not a wholly-owned Subsidiary, to each other owner of Equity Interests payable solely in additional common of such Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests); provided, andthat, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests, (ii) the US Borrower may pay dividends case of any Restricted Payment to Holdings, and any such Restricted Payment is made not earlier than five (5) Business Days prior to the UK Borrower may pay dividends to Pipe (which may in turn pay dividends expected use of the proceeds of such Restricted Payment in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdingsmanner otherwise permitted by this Agreement; (ii) to the extent necessary constituting a Restricted Payment, the Borrower, International Holdings and any Restricted Subsidiary may consummate any transaction permitted by Section 6.03 and Section 6.04 (other than Section 6.04(j), (m), (n), (q) and (t)); (iii) to the extent constituting a Restricted Payment, the conversion of the Senior Secured Convertible Notes into Equity Interests pursuant to the terms thereof; (iv) Restricted Payments by the Borrower to Holdings, the proceeds of which are used within five (5) Business Days of the receipt of such Restricted Payment by Holdings to permit Holdings to make repurchases, redemptions or reductions in number of shares issued (Aincluding, by utilization of the “net share” concept) purchase Holdings’ by Holdings of any Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman)in Holdings, as applicable, subsequent to the Closing Date made in connection with resales (I) the surrender of Equity Interests so purchasedshares by employees to (x) shall not exceed $2,000,000facilitate the payment by such employees of the taxes associated with compensation received by such employees under Holdings’ stock-based compensation plans and, (By) pay management fees to satisfy the purchase price of nonqualified stock options and (II) the deduction by Holdings, of a portion of restricted stock or performance shares previously (i.e. prior to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course date of the operation deduction) granted to employees under Holdings’ stock-based compensation plans to facilitate the payment by such employees of Holdings business the taxes associated with the vesting of such restricted stock and performance shares, in an amount not to exceed (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with for both clauses (ivI) and (v) of this Section 6.08(aII)), so long astogether with all Restricted Payments made pursuant to Section 6.08(a)(xiv), (A) no Default has occurred or is continuing or would result $150,000.00 in the aggregate following the Forbearance Effective Date; provided, in each case, that prior to and after giving effect to such distributionrepurchases, redemptions or reductions no Default or Event of Default exists or is continuing; (v) [reserved]: (vi) [reserved]; (vii) to the extent constituting a Restricted Payment, payments of the Senior Secured Convertible Notes made pursuant to an exchange for or out of the proceeds of Indebtedness constituting a Permitted Refinancing of the Senior Secured Convertible Notes permitted under Section 6.01(xxiii); (viii) [reserved]; (ix) 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; (x) payments made or expected to made in respect of withholding or similar Taxes payable by any future, present or former 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 options and the vesting of restricted stock and restricted stock units; (xi) Holdings may (A) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof and (B) immediately honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms, in both cases of (A) and (B), in an amount not to exceed $500,000 in the aggregate; provided, that, prior to and after giving effect to such distribution Aggregate Availability Restricted Payment, no Event of Default exists or is not less than $40,000,000 and continuing; (Cxii) the Fixed Charge Coverage Ratio [reserved]; (after giving effect to such distributionxiii) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred any Restricted Payment made on the first day Effective Date required to consummate the Reorganization Plan; and (xiv) payments made by Holdings or any Restricted Subsidiary (including payments to Holdings to enable Holdings to make such payments substantially simultaneously with receipt thereof (and in any event not later than five (5) Business Days after receipt thereof)) in respect of withholding or similar taxes payable upon exercise of Equity Interests by any future, present or former employee, director, officer, manager or consultant (or their respective controlled Affiliates or Permitted Transferees) and any repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such period, options or warrants or required withholding or similar taxes (iv) the US Borrower may pay dividends including payments to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries respect of the US Borrower and UK Borrower may pay dividends ratably foregoing), in an amount not to exceed, together with all Restricted Payments made pursuant to Section 6.08(a)(iv), $150,000.00 in the holders of their Equity Interestsaggregate following the Forbearance Effective Date. (b) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any 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 IndebtednessJunior 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 Indebtednesssuch Indebtedness prior to the scheduled maturity date thereof (collectively, “Restricted Debt Payments”), except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments, payments of fees, expenses and mandatory prepayments as and indemnification obligations when due in respect of any Indebtedness, other than payments in respect of the Subordinated Indebtedness any Junior Financing prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness with proceeds of Permitted Refinancing Indebtedness permitted to the extent permitted by be incurred under Section 6.01; (iii) the conversion of any Junior Financing to or payments with Equity Interests (other than Disqualified Equity Interests) of Holdings; (iv) prepayments, redemptions, purchases, defeasances and other payments or distributions in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed an amount at the time of making any such prepayment, redemption, purchase, defeasance or other payment of secured Indebtedness that becomes due as a result or distributions, together with any other such prepayment, redemption, purchase, defeasance or other payment or distributions made utilizing this clause (iv), not to exceed the portion, if any, of the voluntary sale or transfer Restricted Debt Payment Amount that the Borrower elects to apply pursuant to this clause (iv); (v) any Restricted Debt Payments made on the Effective Date required to consummate the Reorganization Plan; (vi) a prepayment of Loans (as defined in the ABL North America Credit Agreement as in effect on the Forbearance Effective Date) solely pursuant to Section 2.03(c)(i) of the property or assets securing such IndebtednessABL North America Credit Agreement (as in effect on the Forbearance Effective Date) in an amount not exceeding the gross cash proceeds received by any Subsidiary of International Holdings from the Dutch/Danish Tax Refund (as defined in the ABL North America Credit Agreement as in effect on the Forbearance Effective Date); (vii) [reserved]; (viii) [reserved]; (ix) [reserved]; and (vx) optional prepayment payments as part of Indebtedness an applicable high yield discount obligation or AHYDO catch-up payment. (c) Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, amend or modify any documentation governing any Junior Financing, in each case if the case effect of such amendment or modification (when taken as a whole) is in violation of any Intercreditor Agreement or other applicable intercreditor agreement or subordination agreement. Notwithstanding anything herein to the contrary, the foregoing provisions of this Section 6.08 will not prohibit the payment of any Restricted Payment or the consummation of any irrevocable redemption, purchase, defeasance or other payment within 60 days after the date of declaration of such Restricted Payment or the giving of irrevocable notice of such redemption, purchase, defeasance or other payment, as applicable, if at the date of declaration or the giving of such notice such payment would have complied with the provisions of this Agreement. In addition, any payments contemplated by Section 2.12 of the Term Loans ABL North America Intercreditor Agreement with respect to Remaining Foreign Sale Proceeds shall be permitted hereunder, subject to the terms of the ABL North America Intercreditor Agreement); provided, that (A) no Default has occurred or is continuing or would result after giving effect to such payment, (B) immediately after giving effect to such prepayment Aggregate Availability is not less than $40,000,000, and (C) the Fixed Charge Coverage Ratio for Holdings and its Subsidiaries (after giving effect to such repayment or repurchase) would not be less than 1.10 to 1 for the most recently completed twelve month period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period (calculated on a pro forma basis in a manner acceptable to the Administrative Agent) such repayment or repurchase occurred on the first day of such applicable period.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit None of the Company or any 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: (i) Holdings any Subsidiary may declare and pay dividends or make other distributions with respect to its common Equity Interests, in each case ratably to the holders of such Equity Interests (or if not ratably, on a basis more favorable to the Company and the Loan Parties); (ii) the Company may declare and pay dividends with respect to its Equity Interests payable solely in additional common shares of Qualified Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests, Interests of the Company; (iiiii) the US Borrower Company may pay dividends to Holdingsrepurchase, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ purchase, acquire, cancel or retire for value Equity Interests of the Company from present or former directorsemployees, officers officers, directors or employees consultants (or their estates or beneficiaries under their estates) of the Company or any Loan Party or its Subsidiaries Subsidiary upon the death, disability disability, retirement or termination of employment or service of such directoremployees, officer officers, directors or employeeconsultants, providedor to the extent required, pursuant to employee benefit plans, employment agreements, stock purchase agreements or stock purchase plans, or other benefit plans; provided that the aggregate amount of payments under Restricted Payments made pursuant to this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchasedSection 6.08(a)(iii) shall not exceed $2,000,000, 15,000,000 in any fiscal year; (Biv) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the ordinary course Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Company; (v) the Company may acquire Equity Interests of the operation Company upon the exercise of Holdings business stock options for such Equity Interests of the Company if such Equity Interests represent a portion of the exercise price of such stock options or in connection with tax withholding obligations arising in connection with the exercise of options by, or the vesting of restricted Equity Interests held by, any current or former director, officer or employee of the Company or its Subsidiaries; (which operation shall be in compliance with Section 6.03), vi) the Company may convert or exchange any Equity Interests of the Company for or into Qualified Equity Interests of the Company; (iiivii) so long as no Default has shall have occurred which is and be continuing, Holdings the Company may declare on any date make Restricted Payments in an amount not in excess of the amount of Qualifying Equity Proceeds available on such date and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses not previously applied to Specified Uses; (ivviii) and (v) of this Section 6.08(a), so long as, (A) as no Default has shall have occurred or is and be continuing or would result after giving effect to such distributiontherefrom, the Company may on any date make Restricted Payments in an amount equal (A)$25,000,000 plus (B) the Available Amount on such date; provided, however, that at the time of the making of such Restricted Payments and immediately after giving effect to such distribution Aggregate Availability Restricted Payments made in reliance on subclause (viii)(B), the Net Leverage Ratio on such date, calculated on a Pro Forma Basis to give effect to any such Restricted Payment, is not less than $40,000,000 and in excess of 3.00 to 1.00; (Cix) the Fixed Charge Coverage Ratio any Subsidiary may repurchase its Equity Interests held by minority shareholders or interest holders in a Permitted Acquisition or another transaction permitted by Section 6.04(w) or (after giving effect to such distributionx) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming (it being understood that for purposes of calculating Section 6.04, the Fixed Charge Coverage Ratio for such period such distribution occurred on Borrower shall be deemed the first day purchaser of such period, Equity Interests and such repurchase shall constitute an Investment by the Borrower in a Person that is not a Subsidiary in the amount of such purchase unless such Subsidiary becomes a Loan Party in connection with such repurchase); (ivx) the US Borrower may pay dividends to Holdings so long as, at the date of declaration thereof, no Event of Default under clause (Aa), (b), (h) or (i) of Article VII shall have occurred and be continuing or would result therefrom, the Company may pay dividends and make distributions to, or repurchase or redeem its Equity Interests from, its equity holders in an amount not to exceed $15,000,000 in any fiscal year; (xi) so long as no Default has shall have occurred which is continuingand be continuing or would result therefrom, and (B) the Company may on any date make additional Restricted Payments; provided that the Net Secured Leverage Ratio immediately after giving effect to any such paymentRestricted Payment, US Availability calculated on a Pro Forma Basis at the time such Restricted Payment is not made, is less than $15,000,000, 2.50 to 1.00; and (vxii) the UK Borrower Company may pay dividends make Restricted Payments within 60 days after the date of declaration thereof, if at the date of declaration of such Restricted Payments, such Restricted Payments would have been permitted pursuant to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries another clause of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Intereststhis Section 6.08(a). (b) No Loan Party will, nor will it permit None of the Company or any Subsidiary to, will make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Subordinated Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation defeasance, cancelation or termination of any such Subordinated Indebtedness, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments and mandatory prepayments as and when due in respect of any Subordinated Indebtedness, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; (iiiii) refinancings of Subordinated Indebtedness to with the extent proceeds of Refinancing Indebtedness permitted by in respect thereof under Section 6.01; (iii) payments of or in respect of Subordinated Indebtedness made solely with Qualified Equity Interests in the Company or the conversion of any Subordinated Indebtedness into Qualified Equity Interests of the Company; (iv) payment prepayments of secured intercompany Subordinated Indebtedness permitted hereby owed by the Company or any Subsidiary to the Company or any Subsidiary, other than prepayments prohibited by the subordination provisions governing such Subordinated Indebtedness; provided that, for the avoidance of doubt, no prepayment of any Subordinated Indebtedness owed by any Loan Party to any Subsidiary that becomes due is not a Loan Party shall be permitted so long as a Default shall have occurred and be continuing or would result of the voluntary sale or transfer of the property or assets securing such Indebtedness; andtherefrom; (v) optional prepayment of Indebtedness (in the case of the Term Loans subject to the terms of the Intercreditor Agreement); provided, that (A) so long as no Default has shall have occurred or is and be continuing or would result after giving effect therefrom, the Company may on any date make payments of or in respect of Subordinated Indebtedness in an amount equal to such payment, (A) $25,000,000 plus (B) the Available Amount on such date; provided, however, that at the time of the making of such payments and immediately after giving effect to such prepayment Aggregate Availability payments made in reliance on subclause (v)(B), the Net Leverage Ratio on such date, calculated on a Pro Forma Basis to give effect to any payment, is not less than $40,000,000in excess of 3.00 to 1.00; (vi) so long as no Default shall have occurred and be continuing, the Company may on any date make payments of or in respect of Subordinated Indebtedness in an amount not in excess of the amount of Qualifying Equity Proceeds available on such date and not previously applied to Specified Uses; and (Cvii) so long as no Default shall have occurred and be continuing or would result therefrom, the Fixed Charge Coverage Company may on any date make additional payments of or in respect of Subordinated Indebtedness; provided that the Net Secured Leverage Ratio for Holdings and its Subsidiaries (immediately after giving effect to any such repayment or repurchase) would not be less than 1.10 to 1 for the most recently completed twelve month period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period (payment, calculated on a pro forma basis in a manner acceptable Pro Forma Basis at the time such payment is made, is less than 2.50 to the Administrative Agent) such repayment or repurchase occurred on the first day of such applicable period1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) Holdings may declare and pay distributions with respect to its common Equity Interests payable solely in additional common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests, (ii) the US Borrower may pay dividends to HoldingsHoldings (which dividends may be paid to Holdings through a series of dividends in a like amount first paid to any Loan Party (other than a UK Loan Party, Canadian Loan Party, UAE Loan Party or Singapore Loan Party) which is a direct or indirect parent of the US Borrower), and the UK Borrower may pay dividends to Pipe Holdings (which dividends may in turn pay be paid to Holdings through a series of dividends in a like amount first paid to EMCayman any Loan Party (other than a Canadian Loan Party, UAE Loan Party or Singapore Loan Party) which may in turn pay dividends in is a like amount to Holdingsdirect or indirect parent of the UK Borrower)) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower (indirectly, through one or more Intercos) and the UK Borrower (indirectly, through Pipe and EMCaymanone or more Intercos or any Loan Party (other than a Canadian Loan Party, UAE Loan Party or Singapore Loan Party) which is a direct or indirect parent of the UK Borrower), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses expenses, incurred in the ordinary course of the operation of Holdings Holdings’ and/or any Interco’s business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement organizational documents from dividends paid directly or indirectly by the US Borrower, UK Borrower, Pipe UAE Borrower, Singapore Borrower and EMCayman any other direct or indirect parent of the US Borrower and the UK Borrower or any other Subsidiary of Holdings (other than the US Borrower, UK Borrower, UAE Borrower, Singapore Borrower or any of their Subsidiaries) in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, as (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, ; (iv) the US Borrower may pay dividends to Holdings or any Loan Party (other than a UK Loan Party, Canadian Loan Party, UAE Loan Party or Singapore Loan Party) which is a direct or indirect parent of the US Borrower (which dividends may be paid to such Person through a series of dividends in a like amount first paid to any Loan Party (other than a UK Loan Party, Canadian Loan Party, UAE Loan Party or Singapore Loan Party) which is a direct or indirect parent of the US Borrower) so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe Holdings or any Loan Party (other than a Canadian Loan Party, UAE Loan Party or Singapore Loan Party) which is a direct or indirect parent of the UK Borrower (which in turn dividends may pay be paid to such Person through a series of dividends in a like amount first paid to EMCayman any Loan Party (other than a Canadian Loan Party, UAE Loan Party or Singapore Loan Party) which in turn may pay dividends in is a like amount to Holdingsdirect or indirect parent of the US Borrower) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower, UK Borrower, UAE Borrower and UK Singapore Borrower may pay dividends ratably to the holders of their Equity Interests in accordance with the respective terms of such Equity Interests. ; (bvii) No any Loan Party willwhich is a direct or indirect parent of the US Borrower or the UK Borrower or any other Subsidiary of Holdings (other than the US Borrower, nor will it permit UK Borrower, UAE Borrower, Singapore Borrower or any Subsidiary to, make or agree of their Subsidiaries) may pay dividends to pay or make, directly or indirectly, any payment or other distribution the holders of their Equity Interests in accordance with the respective terms of such Equity Interests; and (whether in cash, securities or other propertyviii) upon the completion of the transfer contemplated by clause (iii) of or the definition of Restructuring (as defined in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other propertythe Fourth Amendment), including the UAE Borrower and the Singapore Borrower may pay dividends to any sinking fund direct or similar deposit, on account indirect parent of the purchase, redemption, retirement, acquisition, cancellation UAE Borrower and Singapore Borrower (which dividends may be paid through a series of dividends in a like amount first paid to any other direct or termination indirect parent of any Indebtedness, except: (ithe UAE Borrower and the Singapore Borrower) to permit such direct or indirect parent of the UAE Borrower or the Singapore Borrower to fund the payment of Indebtedness created under the Loan Documents; (ii) payment its pro rata share of regularly EMCayman’s scheduled interest and principal payments and applicable mandatory prepayments as then due and when due in respect of any Indebtedness, other than payments in respect of 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; and (v) optional prepayment of Indebtedness (in the case of owing under the Term Loans subject to the terms of the Intercreditor Agreement)Loans; provided, that (A) no Default has occurred or is continuing or would result after giving effect to such payment, (B) immediately after giving effect to such prepayment Aggregate Availability is not less than $40,000,000, and (C1) the Fixed Charge Coverage Ratio for Holdings aggregate amount of all such payments and its Subsidiaries (after giving effect to such repayment or repurchase) would prepayments made by the Singapore Borrower shall not be less than 1.10 to 1 for the most recently completed exceed $5,000,000 during any consecutive twelve month period assuming that for purposes and (2) the aggregate amount of calculating all such payments and prepayments made by the Fixed Charge Coverage Ratio for such period (calculated on a pro forma basis in a manner acceptable to the Administrative Agent) such repayment or repurchase occurred on the first day of such applicable UAE Borrower shall not exceed $5,000,000 during any consecutive twelve month period.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to member of the Restricted Group shall pay or make, directly or indirectly, or declare, any Restricted Payment, or incur other than any obligation (contingent or otherwise) Restricted Payment by a member of the Restricted Group to do so, except (i) Holdings may declare and pay distributions with respect to its common Equity Interests payable solely in additional common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests, (ii) the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party (or its Subsidiaries upon to another member of the death, disability or termination of employment of such director, officer or employeeRestricted Group and then to a Loan Party), provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectlyhowever, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings or Event of Default then exists or would result therefrom: (i) the Parent may declare and pay partnership distributions make Restricted Payments in accordance with the minimum amount necessary to maintain its partnership agreement from dividends paid by status as a REIT (including the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v90% distribution requirement of Section 857(a) of this Section 6.08(athe Internal Revenue Code), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to as such distribution Aggregate Availability is not less than $40,000,000 and comprised of the maximum amount possible in non-cash consideration to maintain such REIT status; (Cii) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower Parent may pay dividends de minimis cash settlement amounts to Holdings so long as, its shareholders in respect of fractional shares resulting from share splits; and (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (viiii) Subsidiaries of the US Borrower Parent that are not Loan Parties may declare and UK Borrower may pay dividends ratably make distributions to equity owners which are not Loan Parties concurrently with any distribution made to the holders equity owners of their Equity Interestssuch Subsidiary which are Loan Parties in amounts proportionate to such non-Loan Party’s ownership in such Subsidiary and to the extent required pursuant to the terms of the corresponding organizational agreements of such Subsidiary in effect as of the Effective Date. (b) No Loan Party will, nor will it permit member of the Restricted Group shall make any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution voluntary prepayment (whether in cash, securities or other property) of on or in respect of principal of or interest on any IndebtednessIndebtedness (including, or any payment or other distribution (whether in cashwithout limitation, securities or other propertyunder the Second Lien Credit Agreement), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtednesssuch Indebtedness prior to the scheduled maturity, exceptexcept for: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of Indebtedness permitted by Section 9.14; (iii) payment of mandatory prepayments as and when due in respect of any Indebtedness, other than payments in respect of the Subordinated Indebtedness prohibited permitted by the subordination provisions thereofSection 9.14; (iiiiv) refinancings 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 Indebtedness9.14; and (v) optional prepayment payment of Indebtedness (in the case of the Term Loans subject intercompany indebtedness to the terms of the Intercreditor extent not prohibited by this Agreement); provided, that (A) no Default has occurred or is continuing or would result after giving effect to such payment, (B) immediately after giving effect to such prepayment Aggregate Availability is not less than $40,000,000, and (C) the Fixed Charge Coverage Ratio for Holdings and its Subsidiaries (after giving effect to such repayment or repurchase) would not be less than 1.10 to 1 for the most recently completed twelve month period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period (calculated on a pro forma basis in a manner acceptable to the Administrative Agent) such repayment or repurchase occurred on the first day of such applicable period.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any 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 (i) Holdings any Loan Party or any of its Subsidiaries may declare and pay distributions dividends with respect to its common Equity Interests stock payable solely in additional shares of its common Equity Interestsstock, and, with respect to its preferred Equity Interestsstock, payable solely in additional shares of such preferred stock or in shares of its common Equity Interests, 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) the US Borrower Loan Parties and their Subsidiaries may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Event of Default has occurred which and is continuing, Holdings may declare repurchase Equity Interests from employees, officers or directors upon death, disability, retirement or termination of employment, where such repurchases are made pursuant to and pay partnership distributions in accordance with its partnership agreement from dividends paid by stock option plans or other benefit plans for management or employees of the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuingLoan Parties, and (B) repurchase Equity Interests from employees, officers or directors (in circumstances other than contemplated in the immediately preceding subclause (A)), where such repurchases are made pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Loan Parties; provided that the net cash outlay of the Loan Parties and their Subsidiaries in connection with repurchase events under this subclause (B) shall not exceed (x) $5,000,000 for any such individual repurchase event, and (y) $10,000,000 during any fiscal year of the Company; (iv) so long as there exists no Event of Default, Holdings 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 income of Holdings after giving effect to such payment, US Availability is not less than $15,000,000, deducting any unused prior losses; (v) the UK Borrower Company and Holdings may pay dividends make the Specified Distribution on the Effective Date, subject to Pipe the conditions set forth herein; (which in turn vi) the Loan Parties may pay dividends in a like amount make other Restricted Payments subject to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuingthe satisfaction of the Payment Condition, and (Bvii) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; Holdings and (vi) Subsidiaries of the US Borrower Company may consummate a Qualifying IPO Restructuring and UK Borrower may pay dividends ratably to the holders of their Equity Interestsa Qualifying IPO. (b) No Loan Party will, nor will it permit any 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, 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, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments and mandatory prepayments as and when due in respect of any Indebtedness, other than payments in Indebtedness permitted under Section 6.01 (except with respect of to the Subordinated Indebtedness prohibited by subject to the subordination provisions thereofIntercompany Subordination Agreement); (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 IndebtednessIndebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05 solely using proceeds of such sale or transfer; (v) payment of any Indebtedness owing to a Loan Party; and (vvi) optional prepayment other payments of Indebtedness (in the case of the Term Loans subject to the terms satisfaction of the Intercreditor Agreement); provided, that (A) no Default has occurred or is continuing or would result after giving effect to such payment, (B) immediately after giving effect to such prepayment Aggregate Availability is not less than $40,000,000, and (C) the Fixed Charge Coverage Ratio for Holdings and its Subsidiaries (after giving effect to such repayment or repurchase) would not be less than 1.10 to 1 for the most recently completed twelve month period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period (calculated on a pro forma basis in a manner acceptable to the Administrative Agent) such repayment or repurchase occurred on the first day of such applicable periodPayment Condition.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Company will not, nor will it permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except except: (i) Holdings each Restricted Subsidiary of the Company may declare and pay distributions with respect make Restricted Payments to the Company or any of its common Restricted Subsidiary (and, in the case of any such Subsidiary that is not a wholly-owned Subsidiary, to each other owner of Equity Interests payable solely in additional common of such Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests); provided, andthat, with respect in the case of any Restricted Payment to its preferred Equity Intereststhe Company, payable solely any such Restricted Payment is made not earlier than five (5) Business Days prior to the expected use of the proceeds of such Restricted Payment in additional preferred or common Equity Interests, a manner otherwise permitted by this Indenture; (ii) the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary constituting a Restricted Payment, Invacare Corporation, New International Holdings and any Restricted Subsidiary may consummate any transaction permitted by Section 4.12 and Section 4.13 (other than Section 4.13(j), (m) (n), (q), and (t)); (iii) to the extent constituting a Restricted Payment, the conversion of the Notes and the Other Senior Secured Convertible Notes into Equity Interests pursuant to the terms thereof; (iv) Restricted Payments by Invacare Corporation or New International Holdings to the Company, the proceeds of which are used by the Company within five (5) Business Days of receipt of such Restricted Payment by the Company to permit Holdings the Company to make repurchases, redemptions or reductions in number of shares issued (Aincluding, by utilization of the “net share” concept) purchase Holdings’ by the Company #96856647v2 of any Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon in the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman)Company, as applicable, subsequent to the Closing Date made in connection with resales (I) the surrender of Equity Interests so purchasedshares by employees to (x) shall not exceed $2,000,000facilitate the payment by such employees of the taxes associated with compensation received by such employees under the Company’s stock-based compensation plans and, (By) pay management fees to satisfy the purchase price of nonqualified stock options and (II) the deduction by the Company, of a portion of restricted stock or performance shares previously (i.e. prior to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course date of the operation deduction) granted to employees under the Company’s stock-based compensation plans to facilitate the payment by such employees of Holdings business the taxes associated with the vesting of such restricted stock and performance shares; in an amount not to exceed (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with for both clauses (ivI) and (v) of this Section 6.08(aII)), so long astogether with all Restricted Payments made pursuant to Section 4.17(a)(xiv), (A) no Default has occurred or is continuing or would result $2,000,000 in the aggregate in any fiscal year; provided, in each case, that prior to and after giving effect to such distributionrepurchases, redemptions or reductions no Default or Event of Default exists or is continuing; (v) [reserved] (vi) [reserved]; (vii) to the extent constituting a Restricted Payment, payments of the Notes and the Other Senior Secured Convertible Notes made pursuant to an exchange for or out of the proceeds of Indebtedness constituting a Permitted Refinancing of the Notes and Other Senior Secured Convertible Notes permitted under Section 4.10(a)(i) and (xxi), as applicable; (viii) [reserved]; (ix) 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 Holders of the Notes in all respects material to their interests as those contained in the Equity Interests redeemed thereby; (x) payments made or expected to made in respect of withholding or similar Taxes payable by any future, present or former 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 options and the vesting of restricted stock and restricted stock units; (xi) the Company may (A) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof and (B) immediately honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms, in both cases of clause (A) and clause (B), in an amount not to exceed $500,000 in the aggregate; provided, that, prior to and after giving effect to such distribution Aggregate Availability Restricted Payment, no Event of Default exists or is not less than $40,000,000 and continuing; (Cxii) the Fixed Charge Coverage Ratio [reserved]; (after giving effect to such distributionxiii) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred any Restricted Payment made on the first day Issue Date required to consummate the Reorganization Plan; and (xiv) payments made by the Company or any Restricted Subsidiary (including payments to the Company to enable the Company to make such payments substantially simultaneously with receipt thereof (and in any event not later than five (5) Business Days after receipt thereof)) in respect of withholding or similar taxes payable upon exercise of Equity Interests by any future, present or former employee, director, officer, manager or consultant (or their respective controlled Affiliates or Permitted Transferees) and any repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such period, options or warrants or required withholding or similar taxes (iv) including payments to the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which Company in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries respect of the US Borrower and UK Borrower may pay dividends ratably foregoing), in an amount not to exceed, together with all Restricted Payments made pursuant to Section 4.17(a)(iv), $2,000,000 in the holders of their Equity Interestsaggregate in any fiscal year. (b) No Loan Party willThe Company will not, nor will it permit any 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 IndebtednessJunior 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 #96856647v2 purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtednesssuch Indebtedness prior to the scheduled maturity date thereof (collectively, “Restricted Debt Payments”), except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments, payments of fees, expenses and mandatory prepayments as and indemnification obligations when due in respect of any Indebtedness, other than payments in respect of the Subordinated Indebtedness any Junior Financing prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness with proceeds of Permitted Refinancing Indebtedness permitted to be incurred under Section 4.10; (iii) the extent permitted by Section 6.01conversion of any Junior Financing to or payments with Equity Interests (other than Disqualified Equity Interests) of the Company; (iv) prepayments, redemptions, purchases, defeasances and other payments or distributions in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed an amount at the time of making any such prepayment, redemption, purchase, defeasance or other payment of secured Indebtedness that becomes due as a result or distributions, together with any other such prepayment, redemption, purchase, defeasance or other payment or distributions made utilizing this clause (iv), not to exceed the portion, if any, of the voluntary sale or transfer of Restricted Debt Payment Amount that the property or assets securing such Indebtedness; andCompany elects to apply pursuant to this clause (iv); (v) optional prepayment any Restricted Debt Payments made on the Issue Date required to consummate the Reorganization Plan; (vi) [reserved]; (vii) [reserved]; (viii) [reserved]; (ix) payments as part of Indebtedness an applicable high yield discount obligation or AHYDO catch-up payment. (c) The Company will not, nor will it permit any Restricted Subsidiary to, amend or modify any documentation governing any Junior Financing, in each case if the case effect of such amendment or modification (when taken as a whole) is in violation of any Intercreditor Agreement or other applicable intercreditor agreement or subordination agreement. Notwithstanding anything herein to the contrary, the foregoing provisions of this Section 4.19 will not prohibit the payment of any Restricted Payment or the consummation of any irrevocable redemption, purchase, defeasance or other payment within 60 days after the date of declaration of such Restricted Payment or the giving of irrevocable notice of such redemption, purchase, defeasance or other payment, as applicable, if at the date of declaration or the giving of such notice such payment would have complied with the provisions of this Indenture. In addition, any payments contemplated by Section 2.12 of the Term Loans ABL North America Intercreditor Agreement with respect to Remaining Foreign Sale Proceeds shall be permitted hereunder, subject to the terms of the ABL North America Intercreditor Agreement); provided, that (A) no Default has occurred or is continuing or would result after giving effect to such payment, (B) immediately after giving effect to such prepayment Aggregate Availability is not less than $40,000,000, and (C) the Fixed Charge Coverage Ratio for Holdings and its Subsidiaries (after giving effect to such repayment or repurchase) would not be less than 1.10 to 1 for the most recently completed twelve month period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period (calculated on a pro forma basis in a manner acceptable to the Administrative Agent) such repayment or repurchase occurred on the first day of such applicable period.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willSuch Borrower will not, nor will it permit any Subsidiary of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except except: (i) Holdings such Borrower may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional common shares of its Equity Interests, and, ; (ii) Restricted Subsidiaries may declare and pay dividends 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 preferred Equity Interests) and, payable solely with respect to Subsidiaries organized in additional preferred or common Equity InterestsGermany, may make other payments in accordance with domination and profit and loss pooling agreements (iiBeherrschungs – und Ergebnisabführungsverträge) within the US Borrower may pay dividends to Holdings, meaning of Section 291 of the German Stock Corporation Act (AktG) as well as distribute profits and the UK Borrower may pay dividends to Pipe compensate losses in connection therewith; (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdingsiii) to the extent necessary 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 6.09; (iv) repurchases by 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 Holdings to the issuance of only whole shares of Equity Interests; (v) the Parent Borrower may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Parent 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) purchase Holdings’ Equity Interests from present or former directors, officers or employees at the time of any Loan Party such repurchase, retirement or its Subsidiaries upon the deathother acquisition or retirement for value no Default exists or would result, disability or termination of employment of such director, officer or employee, provided, that (B) the aggregate amount of payments Restricted Payments made under this clause (Av) subsequent in any fiscal year does not exceed (x) $10,000,000 (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 2010) which was not expended by Parent Borrower for Restricted Payments in such fiscal years (the “Carryover Amount” and in calculating the Carryover Amount for any fiscal year, the Yearly Limit applicable to the Closing Date previous fiscal years shall be deemed to have been utilized first by any Restricted Payments made under this clause (net 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 Subsidiaries (or the estate, heirs, family members, spouse or former spouse of any proceeds received by Holdings and contributed to of the US foregoing) in such fiscal year; (vi) the repurchase of Equity Interests of the Parent Borrower that occurs upon the cashless exercise of stock options, warrants or other convertible securities as a result of the Parent Borrower accepting such options, warrants or other convertible securities as satisfaction of the exercise price of such Equity Interests; (vii) such Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date its Subsidiaries may make any Restricted Payment in connection with resales the Rothsay Acquisition as contemplated by the Rothsay Acquisition Agreement or in connection with the Vion Acquisition as contemplated by the Vion Acquisition Agreement and in connection with the consummation of the transactions described in the PWC Steps Memo and any actions necessary to implement such transactions; (viii) repurchase of Equity Interests so purchaseddeemed to occur upon the non-cash exercise of Equity Interests to pay taxes; (ix) shall not exceed $2,000,000the Parent Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount that, together with (A) the aggregate amount of all other Restricted Payments made by the Parent Borrower and its Restricted Subsidiaries pursuant to this Section 6.08(a)(ix) after the date hereof, (B) pay management fees the aggregate amount of all Investments made by the Parent Borrower and its Restricted Subsidiaries pursuant to Section 6.04(y)(i) after the JCP Parties expressly permitted by Section 6.09; date hereof and (C) pay corporate overhead expenses the aggregate amount of all payments or distributions made by the Parent Borrower and other expenses incurred in its Restricted Subsidiaries pursuant to Section 6.08(b)(v) after the ordinary course date hereof, shall not exceed the Available Amount; provided that as of the operation date of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as any such Restricted Payment and after giving effect thereto no Default has occurred which is continuing, Holdings shall exist or result therefrom; and (x) the Parent Borrower may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, make additional Restricted Payments; provided that (A) no Default has occurred shall exist or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, therefrom and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) if the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in Total Leverage Ratio on a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long Pro Forma Basis as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US end of the most recent fiscal quarter for which financial statements were required to be delivered under Section 5.01(a) or (b) is greater than 2.25 to 1.00, then the aggregate amount of Restricted Payments made under this clause (x) in respect of a fiscal year (including the Restricted Payment in question) shall not at any time exceed 25% of the Consolidated Net Income of the Parent Borrower and UK Borrower may pay dividends ratably to its Restricted Subsidiaries for the holders of their Equity Interestsimmediately preceding fiscal year. (b) No Loan Party willSuch Borrower will not, nor will it permit any Subsidiary of its Restricted 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 Subordinated Indebtedness, the New Senior Unsecured Notes, or any Indebtedness issued in lieu of or representing a refinancing or replacement of any Indebtedness in respect of the Pari Passu Notes outstanding on the Effective Date (but, for the avoidance of doubt not the Pari Passu Notes existing on the Effective Date themselves) (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 IndebtednessRestricted Indebtedness or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments and mandatory prepayments as and when due in respect of any Indebtedness, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; (iii) refinancings of Restricted Indebtedness to the extent permitted by Section 6.01; (ii) (A) any payment or other distribution in respect of principal or interest on, or payment or other distribution on account of the purchase, redemption, retirement, acquisition, cancellation or termination of, Restricted Indebtedness, in each case in exchange for, or out of the net proceeds of, the substantially concurrent sale of Equity Interests (other than Disqualified Equity Interests and so long as no Change of Control would result therefrom) of the Parent Borrower, or (B) the conversion of any Restricted Indebtedness to Equity Interests (other than Disqualified Equity Interests); (iii) 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 $25,000,000; provided that (x) at the time of any such payment or other distribution, no Default shall have occurred and be continuing or would result therefrom and (y) at the time of such payment or other distribution and after giving effect thereto and to any borrowing in connection therewith, the Parent Borrower is in compliance, on a pro forma basis, with the Financial Covenants; (iv) payments or other distributions in respect of principal or interest on, or payment of secured Indebtedness that becomes due as a result or other distribution on account of the voluntary sale purchase, redemption, retirement, acquisition, cancellation or transfer termination of, Restricted Indebtedness, if on a Pro Forma Basis the Secured Leverage Ratio as of the property end of the most recent fiscal quarter for which financial statements were required to be delivered under Section 5.01(a) or assets securing (b) is less than the greater of (A) 2.75 to 1.00 and (B) 0.50 to 1.00 less than the applicable Secured Leverage Ratio under the Financial Covenants for the most recently ended fiscal quarter for which financial statements have been delivered at the time of such Indebtedness; andpayment or other distribution, and in each case, the Parent Borrower has delivered to the Administrative Agent a certificate of a Financial Officer, together with all relevant financial information reasonably requested by the Administrative Agent demonstrating compliance with this clause (iv); (v) optional prepayment of Indebtedness (payments or other distributions in the case respect of the Term Loans subject to the terms of the Intercreditor Agreement); providedpurchase, that redemption, retirement, acquisition, cancellation or termination of, Restricted Indebtedness, in an aggregate amount that, together with (A) no Default has occurred the aggregate amount of all other such payments or is continuing or would result other distributions made by the Parent Borrower and its Restricted Subsidiaries pursuant to this Section 6.08(b)(v) after giving effect to such paymentthe date hereof, (B) immediately the aggregate amount of all other Restricted Payments made by the Parent Borrower and its Restricted Subsidiaries pursuant to Section 6.08(a)(ix) after giving effect to such prepayment Aggregate Availability is not less than $40,000,000, the date hereof and (C) the Fixed Charge Coverage Ratio for Holdings aggregate amount of all Investments made by the Parent Borrower and its Restricted Subsidiaries (pursuant to Section 6.04(y)(i) after the date hereof, shall not exceed the Available Amount; provided that as of the date of any such payments or distribution and after giving effect thereto no Default shall exist or result therefrom; and (vi) payment-in-kind interest with respect to Restricted Indebtedness permitted by this Agreement; (vii) [reserved]; and (viii) payments as part of an “applicable high yield discount obligation” catch-up payment with respect to Restricted Indebtedness permitted by this Agreement. Notwithstanding the foregoing, the making of any dividend, payment or other distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of such repayment dividend, payment or repurchase) would other distribution or giving of the redemption notice, as applicable, will not be less than 1.10 to 1 for prohibited if, at the most recently completed twelve month period assuming that for purposes date of calculating declaration or notice such dividend, payment or other distribution or redemption would have complied with the Fixed Charge Coverage Ratio for such period (calculated on a pro forma basis in a manner acceptable to the Administrative Agent) such repayment or repurchase occurred on the first day terms of such applicable periodthis Agreement.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willSuch Borrower will not, nor will it permit any Subsidiary of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except except: (i) Holdings such Borrower may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional common shares of its Equity Interests, and, ; (ii) Restricted Subsidiaries may declare and pay dividends 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 preferred Equity Interests) and, payable solely with respect to Subsidiaries organized in additional preferred or common Equity InterestsGermany, may make other payments in accordance with domination and profit and loss pooling agreements (iiBeherrschungs – und Ergebnisabführungsverträge) within the US Borrower may pay dividends to Holdings, meaning of Section 291 of the German Stock Corporation Act (AktG) as well as distribute profits and the UK Borrower may pay dividends to Pipe compensate losses in connection therewith; (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdingsiii) to the extent necessary 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 6.09; (iv) repurchases by 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 Holdings to the issuance of only whole shares of Equity Interests; (v) the Parent Borrower may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Parent 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) purchase Holdings’ Equity Interests from present or former directors, officers or employees at the time of any Loan Party such repurchase, retirement or its Subsidiaries upon the deathother acquisition or retirement for value no Default exists or would result, disability or termination of employment of such director, officer or employee, provided, that (B) the aggregate amount of payments Restricted Payments made under this clause (Av) subsequent in any fiscal year does not exceed (x) $10,000,000 (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 2010) which was not expended by Parent Borrower for Restricted Payments in such fiscal years (the “Carryover Amount” and in calculating the Carryover Amount for any fiscal year, the Yearly Limit applicable to the Closing Date previous fiscal years shall be deemed to have been utilized first by any Restricted Payments made under this clause (net 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 Subsidiaries (or the estate, heirs, family members, spouse or former spouse of any proceeds received by Holdings and contributed to of the US foregoing) in such fiscal year; (vi) the repurchase of Equity Interests of the Parent Borrower that occurs upon the cashless exercise of stock options, warrants or other convertible securities as a result of the Parent Borrower accepting such options, warrants or other convertible securities as satisfaction of the exercise price of such Equity Interests; (vii) such Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date its Subsidiaries may make any Restricted Payment in connection with resales the Rothsay Acquisition as contemplated by the Rothsay Acquisition Agreement or in connection with the Vion Acquisition as contemplated by the Vion Acquisition Agreement and in connection with the consummation of the transactions described in the PWC Steps Memo and any actions necessary to implement such transactions; (xxxx) xxxxxxxxxx of Equity Interests so purchaseddeemed to occur upon the non-cash exercise of Equity Interests to pay taxes; (ix) shall not exceed $2,000,000the Parent Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount that, together with (A) the aggregate amount of all other Restricted Payments made by the Parent Borrower and its Restricted Subsidiaries pursuant to this Section 6.08(a)(ix) after the date hereof, (B) pay management fees the aggregate amount of all Investments made by the Parent Borrower and its Restricted Subsidiaries pursuant to Section 6.04(y)(i) after the JCP Parties expressly permitted by Section 6.09; date hereof and (C) pay corporate overhead expenses the aggregate amount of all payments or distributions made by the Parent Borrower and other expenses incurred in its Restricted Subsidiaries pursuant to Section 6.08(b)(v) after the ordinary course date hereof, shall not exceed the Available Amount; provided that as of the operation date of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as any such Restricted Payment and after giving effect thereto no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) shall exist or result therefrom; provided further that solely for purposes of this Section 6.08(a6.08(a)(ix), so long as, in no event shall more than $275,000,000 in Restricted Payments be made with the Available Amount pursuant to this Section 6.08(a)(ix); and (x) the Parent Borrower may make additional Restricted Payments; provided that (A) no Default has occurred shall exist or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, therefrom and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) if the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in Total Leverage Ratio on a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long Pro Forma Basis as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US end of the most recent fiscal quarter for which financial statements were required to be delivered under Section 5.01(a) or (b) is greater than 2.252.50 to 1.00, then the aggregate amount of Restricted Payments made under this clause (x) in respect of a fiscal year (including the Restricted Payment in question) shall not at any time exceed 25% of the Consolidated Net Income of the Parent Borrower and UK Borrower may pay dividends ratably to its Restricted Subsidiaries for the holders of their Equity Interestsimmediately preceding fiscal year. (b) No Loan Party willSuch Borrower will not, nor will it permit any Subsidiary of its Restricted 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 Subordinated Indebtedness, the New Senior Unsecured Notes, or any Indebtedness issued in lieu of or representing a refinancing or replacement of any Indebtedness in respect of the Pari Passu Notes outstanding on the Effective Date (but, for the avoidance of doubt not the Pari Passu Notes existing on the Effective Date themselves) (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 IndebtednessRestricted Indebtedness or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments and mandatory prepayments as and when due in respect of any Indebtedness, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; (iii) refinancings of Restricted Indebtedness to the extent permitted by Section 6.01; (ii) (A) any payment or other distribution in respect of principal or interest on, or payment or other distribution on account of the purchase, redemption, retirement, acquisition, cancellation or termination of, Restricted Indebtedness, in each case in exchange for, or out of the net proceeds of, the substantially concurrent sale of Equity Interests (other than Disqualified Equity Interests and so long as no Change of Control would result therefrom) of the Parent Borrower, or (B) the conversion of any Restricted Indebtedness to Equity Interests (other than Disqualified Equity Interests); (iii) 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 $25,000,000; provided that (x) at the time of any such payment or other distribution, no Default shall have occurred and be continuing or would result therefrom and (y) at the time of such payment or other distribution and after giving effect thereto and to any borrowing in connection therewith, the Parent Borrower is in compliance, on a pro forma basis, with the Financial Covenants; CREDIT AGREEMENT, Page 124 (iv) payments or other distributions in respect of principal or interest on, or payment of secured Indebtedness that becomes due as a result or other distribution on account of the voluntary sale purchase, redemption, retirement, acquisition, cancellation or transfer termination of, Restricted Indebtedness, if on a Pro Forma Basis the Secured Leverage Ratio as of the property end of the most recent fiscal quarter for which financial statements were required to be delivered under Section 5.01(a) or assets securing (b) is less than the greater of (A) 2.75 to 1.00 and (B) 0.50 to 1.00 less than the applicable Secured Leverage Ratio under the Financial Covenants for the most recently ended fiscal quarter for which financial statements have been delivered at the time of such Indebtedness; andpayment or other distribution, and in each case, the Parent Borrower has delivered to the Administrative Agent a certificate of a Financial Officer, together with all relevant financial information reasonably requested by the Administrative Agent demonstrating compliance with this clause (iv); (v) optional prepayment of Indebtedness (payments or other distributions in the case respect of the Term Loans subject to the terms of the Intercreditor Agreement); providedpurchase, that redemption, retirement, acquisition, cancellation or termination of, Restricted Indebtedness, in an aggregate amount that, together with (A) no Default has occurred the aggregate amount of all other such payments or is continuing or would result other distributions made by the Parent Borrower and its Restricted Subsidiaries pursuant to this Section 6.08(b)(v) after giving effect to such paymentthe date hereof, (B) immediately the aggregate amount of all other Restricted Payments made by the Parent Borrower and its Restricted Subsidiaries pursuant to Section 6.08(a)(ix) after giving effect to such prepayment Aggregate Availability is not less than $40,000,000, the date hereof and (C) the Fixed Charge Coverage Ratio for Holdings aggregate amount of all Investments made by the Parent Borrower and its Restricted Subsidiaries (pursuant to Section 6.04(y)(i) after the date hereof, shall not exceed the Available Amount; provided that as of the date of any such payments or distribution and after giving effect thereto no Default shall exist or result therefrom; and (vi) payment-in-kind interest with respect to Restricted Indebtedness permitted by this Agreement; (vii) [reserved]; and (viii) payments as part of an “applicable high yield discount obligation” catch-up payment with respect to Restricted Indebtedness permitted by this Agreement. Notwithstanding the foregoing, the making of any dividend, payment or other distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of such repayment dividend, payment or repurchase) would other distribution or giving of the redemption notice, as applicable, will not be less than 1.10 to 1 for prohibited if, at the most recently completed twelve month period assuming that for purposes date of calculating declaration or notice such dividend, payment or other distribution or redemption would have complied with the Fixed Charge Coverage Ratio for such period (calculated on a pro forma basis terms of this Agreement. For the avoidance of doubt, the Parent Borrower and its Restricted Subsidiaries may make regularly scheduled payments of principal, interest, fees, expenses and indemnification or similar obligations in a manner acceptable respect of Restricted Indebtedness, and in the case of Subordinated Indebtedness, to the Administrative Agent) such repayment or repurchase occurred on extent not prohibited by the first day of such applicable periodsubordination provisions thereof.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) Holdings may declare and pay distributions dividends with respect to its common Equity Interests capital stock payable solely in additional shares of its common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interestsstock, (ii) Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the US Borrower may pay dividends to Holdings in amounts equal to amounts expended by Holdings to repurchase or otherwise acquire shares of, or options to purchase shares of, common stock of Holdings from employees, former employees, consultants, former consultants, directors or former directors of Holdings, and the UK Borrower may pay dividends to Pipe or any Subsidiary (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or permitted transferees of such employees, former employees, consultants, former consultants, directors or former directors), officers pursuant to the terms of agreements (including employment agreements) or employees plans (or amendments thereto) approved by the Board of any Loan Party Directors of Holdings under which such individuals purchase or its Subsidiaries upon sell, or are granted the deathoption to purchase or sell, disability or termination of employment shares of such director, officer or employeecommon stock of Holdings, provided, however, that the aggregate amount of payments under paid to Holdings pursuant to this clause (Aiii) subsequent shall not exceed in any calender year the sum of (x) $5,000,000 plus (y) the Net Proceeds received since the date of this Agreement and not previously credited to the Closing Date any repurchase or other acquisition of such shares or options to purchase shares of common stock pursuant to this clause (net of any proceeds iii) received by Holdings and contributed to the US Borrower and from the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales sale of Equity Interests so purchased) shall not exceed $2,000,000to employees, (B) pay management fees to consultants and directors of Holdings, the JCP Parties expressly permitted by Section 6.09Borrower or any Subsidiary; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, at such times and (B) immediately after giving effect to in such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably amounts equal to the holders of their Equity Interests. (b) No Loan Party will, nor will it permit any Subsidiary to, make or agree amounts required for Holdings to pay or maketaxes, directly or indirectly, any payment or franchise fees and 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 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, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest fees required to maintain its corporate existence and principal payments and mandatory prepayments as and when due in respect of any Indebtedness, other than payments in respect of 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; and (v) optional prepayment of Indebtedness (in the case of the Term Loans subject to the terms of the Intercreditor Agreement); provided, that (A) no Default has occurred or is continuing or would result after giving effect to such payment, (B) immediately after giving effect to such prepayment Aggregate Availability is not less than $40,000,000, and (C) the Fixed Charge Coverage Ratio for Holdings and its Subsidiaries (after giving effect to such repayment or repurchase) would not be less than 1.10 to 1 for the most recently completed twelve month period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period (calculated on a pro forma basis in a manner acceptable to the Administrative Agent) such repayment or repurchase occurred on the first day of such applicable period.112

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Company will not, nor will it permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) Holdings may declare and pay distributions with respect to its common Equity Interests payable solely in additional common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests, (ii) the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interests. (b) No Loan Party will, nor will it permit any 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, 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, except: (i) payment each Restricted Subsidiary of Indebtedness created under the Loan Documents;Company may make Restricted Payments to the Company or any of its Restricted Subsidiary (and, in the case of any such Subsidiary that is not a wholly-owned Subsidiary, to each other owner of Equity Interests of such Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests); provided, that, in the case of any Restricted Payment to the Company, any such Restricted Payment is made not earlier than five (5) Business Days prior to the expected use of the proceeds of such Restricted Payment in a manner otherwise permitted by this Indenture; #96856656v2 (ii) payment of regularly scheduled interest to the extent constituting a Restricted Payment, Invacare Corporation, New International Holdings and principal payments any Restricted Subsidiary may consummate any transaction permitted by Section 4.12 and mandatory prepayments as and when due in respect of any Indebtedness, Section 4.13 (other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereofSection 4.13(j), (m) (n), (q), and (t)); (iii) refinancings of Indebtedness to the extent permitted by Section 6.01constituting a Restricted Payment, the conversion of the Notes and the Other Senior Secured Convertible Notes into Equity Interests pursuant to the terms thereof; (iv) payment Restricted Payments by Invacare Corporation or New International Holdings to the Company, the proceeds of secured Indebtedness that becomes due as a result which are used by the Company within five (5) Business Days of receipt of such Restricted Payment by the Company to permit the Company to make repurchases, redemptions or reductions in number of shares issued (including, by utilization of the voluntary sale or transfer “net share” concept) by the Company of any Equity Interests in the Company, as applicable, made in connection with (I) the surrender of shares by employees to (x) facilitate the payment by such employees of the property taxes associated with compensation received by such employees under the Company’s stock-based compensation plans and, (y) to satisfy the purchase price of nonqualified stock options and (II) the deduction by the Company, of a portion of restricted stock or assets securing performance shares previously (i.e. prior to the date of the deduction) granted to employees under the Company’s stock-based compensation plans to facilitate the payment by such Indebtednessemployees of the taxes associated with the vesting of such restricted stock and performance shares; and in an amount not to exceed (vfor both clauses (I) optional prepayment of Indebtedness and (II)), together with all Restricted Payments made pursuant to Section 4.17(a)(xiv), $2,000,000 in the case of the Term Loans subject to the terms of the Intercreditor Agreement)aggregate in any fiscal year; provided, in each case, that (A) no Default has occurred or is continuing or would result prior to and after giving effect to such paymentrepurchases, redemptions or reductions no Default or Event of Default exists or is continuing; (v) [reserved] (vi) [reserved]; (vii) to the extent constituting a Restricted Payment, payments of the Notes and the Other Senior Secured Convertible Notes made pursuant to an exchange for or out of the proceeds of Indebtedness constituting a Permitted Refinancing of the Notes and Other Senior Secured Convertible Notes permitted under Section 4.10(a)(i) and (xxi), as applicable; (viii) [reserved]; (ix) 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 Holders of the Notes in all respects material to their interests as those contained in the Equity Interests redeemed thereby; (x) payments made or expected to made in respect of withholding or similar Taxes payable by any future, present or former 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 options and the vesting of restricted stock and restricted stock units; (xi) the Company may (A) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof and (B) immediately honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms, in both cases of clause (A) and clause (B), in an amount not to exceed $500,000 in the aggregate; provided, that, prior to and after giving effect to such prepayment Aggregate Availability Restricted Payment, no Event of Default exists or is not less than $40,000,000, and continuing; (Cxii) [reserved]; (xiii) any Restricted Payment made on the Fixed Charge Coverage Ratio for Holdings and its Subsidiaries Issue Date required to consummate the Reorganization Plan; and (after giving effect to such repayment xiv) payments made by the Company or repurchase) would not be less than 1.10 to 1 for the most recently completed twelve month period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period any Restricted Subsidiary (calculated on a pro forma basis in a manner acceptable including payments to the Administrative AgentCompany to enable the Company to make such payments substantially #96856656v2 simultaneously with receipt thereof (and in any event not later than five (5) Business Days after receipt thereof)) in respect of withholding or similar taxes payable upon exercise of Equity Interests by any future, present or former employee, director, officer, manager or consultant (or their respective controlled Affiliates or Permitted Transferees) and any repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such repayment or repurchase occurred on Equity Interests represent a portion of the first day exercise price of such applicable periodoptions or warrants or required withholding or similar taxes (including payments to the Company in respect of the foregoing), in an amount not to exceed, together with all Restricted Payments made pursuant to Section 4.17(a)(iv), $2,000,000 in the aggregate in any fiscal year.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except except: (i) Holdings may declare and pay distributions dividends with respect to its common Equity Interests capital stock payable solely in additional shares of its common Equity Interests, and, stock; (ii) Subsidiaries of the Borrower may make Restricted Payments to the Borrower and to wholly owned Subsidiaries of the Borrower and may declare and pay dividends ratably with respect to its preferred their Equity Interests; (iii) if at the time thereof and after giving effect thereto no Default has occurred and is continuing, payable solely in additional preferred or common Equity Interests, (ii) the US Borrower may pay dividends or make loans to HoldingsHoldings at such times and in such amounts, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent not exceeding $1,000,000 during any fiscal year, as shall be necessary to permit Holdings to discharge its permitted liabilities; (iv) Holdings may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings and its Subsidiaries, including the redemption or purchase of shares of common stock of Holdings held by former employees of Holdings or any Subsidiary following the termination of their employment, if (A) purchase Holdings’ Equity Interests at the time thereof and after giving effect thereto no Default has occurred and is continuing and (B) after giving effect to any such Restricted Payment, the aggregate cumulative amount of Restricted Payments made pursuant to this clause (iv) shall not exceed the sum of (1) $2,000,000 during any fiscal year or (2) $10,000,000 in the aggregate from present or former directorsthe Effective Date, officers plus the amount of Net Cash Proceeds received by Holdings and its Subsidiaries after the Effective Date and prior to making such Restricted Payment from the issuance of additional shares of its common stock to members of management or employees of Holdings and its Subsidiaries; provided that the promissory notes permitted under Section 6.04(g) may be forgiven or returned without regard to the limitation in clause (B) above and the forgiveness or return thereof shall not be treated as Restricted Payments for purposes of determining compliance with such clause (B) above; (v) the Borrower may pay cash dividends or make loans to Holdings in such amounts and at such times as Holdings makes Restricted Payments permitted by clause (iv) above and clause (vii) below; (vi) if at the time thereof and after giving effect thereto no Default has occurred and is continuing, the Borrower may pay dividends or make loans to Holdings in such amounts and at such times as required to permit Holdings to pay, as and when due, income taxes payable by Holdings with respect to the consolidated, combined tax filing group that includes the Borrower and its Subsidiaries; provided that dividends or loans pursuant to this clause (vi) shall not at any Loan Party or time exceed the amount of income taxes that would then be payable by the Borrower and its Subsidiaries upon if the deathBorrower and its Subsidiaries were not a part of a consolidated, disability combined tax filing group with Holdings or termination of employment of such directorany other Person; (vii) if at the time thereof and after giving effect thereto no Default has occurred and is continuing, officer or employee, provided, Holdings may make Restricted Payments in cash from time to time after the Effective Date in addition to those otherwise permitted under this Section 6.07(a); provided that the aggregate amount of payments after giving effect to each Restricted Payment made under this clause (vii), (A) subsequent the cumulative amount of all such Restricted Payments does not exceed the sum of (1) $250,000,000 plus (2) (in the case of any Restricted Payments made after financial statements are available for the fiscal year ending on or after December 31, 2004), during any fiscal year, 50% of Consolidated Net Income for the immediately preceding fiscal year; provided that if any Restricted Payments are made in any fiscal year in reliance upon this clause (vii) prior to the Closing Date date that financial statements for the immediately preceding fiscal year have been made available pursuant to Section 5.01, (net of any proceeds received by Holdings x) such Restricted Payments must be made in reliance upon clause (1) above when made, but (y) upon such financial statements becoming available, such Restricted Payments shall be deemed made in reliance upon clause (2) above (and contributed not clause (1) above) to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall extent that such Restricted Payments do not exceed $2,000,000, 50% of Consolidated Net Income for the immediately preceding fiscal year; and (B) pay management fees the Borrower shall be in compliance on a pro forma basis with Sections 6.13, 6.14, 6.15 and 6.17 after giving effect to the JCP Parties expressly permitted by Section 6.09such Restricted Payment; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation Leverage Ratio, calculated on a pro forma basis, shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 2.00 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interests1.00. (b) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any 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, 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 Indebtedness, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest interest, stated premiums and principal payments and mandatory prepayments as and when due in respect of any Indebtedness, other than payments in respect of 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; and (v) optional prepayment payment of intercompany Indebtedness between or among the Borrower and its Subsidiaries permitted under clause (iii) of Section 6.01(a) and payment of Indebtedness permitted under clauses (vii) and (viii) of Section 6.01(a); (c) Neither Holdings nor the 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 Term Loans subject payments required to be made by Holdings are limited to amounts permitted to be paid under Section 6.07(a), (ii) in the case of any Synthetic Purchase Agreement related to any Restricted Indebtedness, the payments required to be made by Holdings, the Borrower or the Subsidiaries thereunder are limited to the terms of the Intercreditor Agreement); provided, that (Aamount permitted under Section 6.07(b) no Default has occurred or is continuing or would result after giving effect to such payment, (B) immediately after giving effect to such prepayment Aggregate Availability is not less than $40,000,000, and (Ciii) in the Fixed Charge Coverage Ratio for Holdings case of any Synthetic Purchase Agreement, the obligations of Holdings, the Borrower and its the Subsidiaries (after giving effect to such repayment or repurchase) would not be less than 1.10 to 1 for the most recently completed twelve month period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period (calculated on a pro forma basis in a manner acceptable thereunder are subordinated to the Administrative Agent) such repayment or repurchase occurred Obligations on terms satisfactory to the first day of such applicable periodRequired Lenders.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit None of the Company or any 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: (i) Holdings any Subsidiary may declare and pay dividends or make other distributions with respect to its common Equity Interests, in each case ratably to the holders of such Equity Interests (or if not ratably, on a basis more favorable to the Company and the Loan Parties); (ii) the Company may declare and pay dividends with respect to its Equity Interests payable solely in additional common shares of Qualified Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests, Interests of the Company; (iiiii) the US Borrower Company may pay dividends to Holdingsrepurchase, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ purchase, acquire, cancel or retire for value Equity Interests of the Company from present or former directorsemployees, officers officers, directors or employees consultants (or their estates or beneficiaries under their estates) of the Company or any Loan Party or its Subsidiaries Subsidiary upon the death, disability disability, retirement or termination of employment or service of such directoremployees, officer officers, directors or employeeconsultants, providedor to the extent required, pursuant to employee benefit plans, employment agreements, stock purchase agreements or stock purchase plans, or other benefit plans; provided that the aggregate amount of payments under Restricted Payments made pursuant to this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchasedSection 6.08(a)(iii) shall not exceed $2,000,000, 15,000,000 in any fiscal year; (Biv) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the ordinary course Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Company; (v) the Company may acquire Equity Interests of the operation Company upon the exercise of Holdings business stock options for such Equity Interests of the Company if such Equity Interests represent a portion of the exercise price of such stock options or in connection with tax withholding obligations arising in connection with the exercise of options by, or the vesting of restricted Equity Interests held by, any current or former director, officer or employee of the Company or its Subsidiaries; (which operation shall be in compliance with Section 6.03), vi) the Company may convert or exchange any Equity Interests of the Company for or into Qualified Equity Interests of the Company; (iiivii) so long as no Default has shall have occurred which is and be continuing, Holdings the Company may declare on any date make Restricted Payments in an amount not in excess of the amount of Qualifying Equity Proceeds available on such date and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses not previously applied to Specified Uses; (ivviii) and (v) of this Section 6.08(a), so long as, (A) as no Default has shall have occurred or is and be continuing or would result after giving effect to such distributiontherefrom, the Company may on any date make Restricted Payments in an amount equal (A)$25,000,000 plus (B) the Available Amount on such date; provided, however, that at the time of the making of such Restricted Payments and immediately after giving effect to such distribution Aggregate Availability Restricted Payments made in reliance on subclause (viii)(B), the Net Leverage Ratio on such date, calculated on a Pro Forma Basis to give effect to any such Restricted Payment, is not less than $40,000,000 and in excess of 3.00 to 1.00; (Cix) the Fixed Charge Coverage Ratio any Subsidiary may repurchase its Equity Interests held by minority shareholders or interest holders in a Permitted Acquisition or another transaction permitted by Section 6.04(w) or (after giving effect to such distributionx) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming (it being understood that for purposes of calculating Section 6.04, the Fixed Charge Coverage Ratio for such period such distribution occurred on Borrower shall be deemed the first day purchaser of such period, Equity Interests and such repurchase shall constitute an Investment by the Borrower in a Person that is not a Subsidiary in the amount of such purchase unless such Subsidiary becomes a Loan Party in connection with such repurchase); (ivx) the US Borrower may pay dividends to Holdings so long as, at the date of declaration thereof, no Event of Default under clause (Aa), (b), (h) or (i) of Article VII shall have occurred and be continuing or would result therefrom, the Company may pay dividends and make distributions to, or repurchase or redeem its Equity Interests from, its equity holders in an amount not to exceed $15,000,000 in any fiscal year; (xi) so long as no Default has shall have occurred which is continuingand be continuing or would result therefrom, and (B) the Company may on any date make additional Restricted Payments; provided that the Net Secured Leverage Ratio immediately after giving effect to any such paymentRestricted Payment, US Availability calculated on a Pro Forma Basis at the time such Restricted Payment is not made, is less than $15,000,000, (v) the UK Borrower may pay dividends 2.50 to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interests. (b) No Loan Party will, nor will it permit any 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, 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, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments and mandatory prepayments as and when due in respect of any Indebtedness, other than payments in respect of 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 Indebtedness1.00; and (v) optional prepayment of Indebtedness (in the case of the Term Loans subject to the terms of the Intercreditor Agreement); provided, that (A) no Default has occurred or is continuing or would result after giving effect to such payment, (B) immediately after giving effect to such prepayment Aggregate Availability is not less than $40,000,000, and (Cxii) the Fixed Charge Coverage Ratio for Holdings and its Subsidiaries (Company may make Restricted Payments within 60 days after giving effect to such repayment or repurchase) would not be less than 1.10 to 1 for the most recently completed twelve month period assuming that for purposes date of calculating declaration thereof, if at the Fixed Charge Coverage Ratio for such period (calculated on a pro forma basis in a manner acceptable to the Administrative Agent) such repayment or repurchase occurred on the first day date of declaration of such applicable periodRestricted Payments, such Restricted Payments would have been permitted pursuant to another clause of this Section 6.08(a).

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Company will not, nor and will it not permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted 118 Payment, or incur any obligation (contingent or otherwise) to do so, except except: (i) Holdings the Company may declare and pay distributions dividends, with respect to its common Equity Interests stock, payable solely in additional shares of its common Equity Interests, stock and, with respect to its preferred Equity Interestsstock, payable solely in additional shares of such preferred stock or in shares of common Equity Interests, stock of the Company; (ii) any Subsidiary may make Restricted Payments to the US Borrower Company or any other Subsidiary of the Company; (iii) any Subsidiary that is not a wholly owned Subsidiary may declare and pay dividends to Holdings, its shareholders ratably with respect to each such shareholder's ownership interest in such Subsidiary; (iv) the Company may repurchase its common stock upon the exercise of stock options if such common stock represents a portion of the exercise price thereof; (v) the Company may repurchase payment-in-kind preferred stock issued by it on or prior to the Effective Date; provided that the aggregate amount of such repurchases shall not exceed $30,000,000 during the term of this Agreement; (vi) the Company and the UK Borrower Subsidiaries may pay dividends to Pipe (which may make payments in turn pay dividends respect of any redemption, repurchase, acquisition, cancelation or other retirement for value of shares of capital stock of the Company or options, stock appreciation rights or similar securities, in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present each case held by then current or former directorsofficers, officers directors or employees of the Company or any Loan Party or of its Subsidiaries (or their estates or beneficiaries under their estates) or by an employee benefit plan, in each case upon the death, disability disability, retirement or termination of employment of such directorofficers, officer directors and employees, and the Company may redeem or employeerepurchase shares of its common stock or options in respect thereof in connection with the repurchase provisions under employee stock option or stock purchase agreements or other agreements to compensate management employees and non-employee directors, providedand the Company and the Subsidiaries may make payments in respect of any redemption, repurchase, acquisition, cancelation or other retirement for value of capital stock of any Subsidiary or options in respect thereof that are the subject of any employee stock option or stock purchase plan of such Subsidiary if such Subsidiary was acquired 119 pursuant to a Permitted Acquisition; provided that the aggregate amount of all such payments under made after the Effective Date shall not exceed $50,000,000; (vii) the Company and the Subsidiaries (including the Subsidiary that is the issuer of the applicable Equity Interest) may acquire any Equity Interest in a Subsidiary in which the Company or any other Subsidiary already holds a majority interest, but, in the event such Equity Interest is not acquired by the issuer thereof, only to the extent such acquisition of Equity Interests is permitted by Section 6.04; (viii) the Company or any Subsidiary may acquire Equity Interests issued by it in exchange for other Equity Interests issued by it pursuant to transactions not involving other consideration; (ix) if after the Effective Date the Company completes a single offering (on one occasion including the exercise of any over-allotment option) of its common stock resulting in Net Proceeds not less than $50,000,000, then the Company or any Subsidiary may make Restricted Payments with the Net Proceeds therefrom; provided that (A) such Net Proceeds are not relied upon for any other purpose of this Agreement that allows any expenditure, investment or payment based on Net Proceeds of an equity offering, and (B) the aggregate amount of all Restricted Payments permitted by this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchasedix) shall not exceed $2,000,000, 50,000,000; and (Bx) pay management fees the Company and its Subsidiaries may make Restricted Payments to the JCP Parties expressly extent permitted by Section 6.09; and paragraph (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (vc) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity InterestsSection. (b) No Loan Party willThe Company will not, nor and will it not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any voluntary or optional 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 voluntary or optional 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 Indebtedness, except: (i) any such payment of Indebtedness created under the Loan Documents;; 120 (ii) payment of regularly scheduled interest the Redemption and principal payments and mandatory prepayments as and when due in respect of any Indebtedness, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iviii) any such payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (iv) any such payments of Indebtedness permitted by paragraph (c) of this Section; (v) any such payments of the Company's 7-1/8% senior notes due December 15, 2005; (vi) any such payments of Indebtedness incurred in reliance on clause (vii), (ix) or (xii) of Section 6.01(a); and (vvii) optional prepayment any such payments of Indebtedness (in Senior Debt or Subordinated Debt made with the case Net Proceeds of any common stock issued by the Term Loans subject to Company after the terms of the Intercreditor Agreement)Effective Date; provided, provided that (A) no Default has occurred such Net Proceeds are not relied upon for any other purpose of this Agreement that allows any expenditure, investment or is continuing or would result after giving effect to such paymentpayment based on Net Proceeds of an equity offering, (B) immediately such payments are made within twelve months after giving effect to such prepayment Aggregate Availability is not less than $40,000,000, Net Proceeds are received and (C) the Fixed Charge Coverage Ratio for Holdings aggregate amount of all such payments permitted by this clause (vii) shall not exceed $50,000,000. (c) The Company may, and its Subsidiaries (may permit any Subsidiary to, make Restricted Payments and payments of Indebtedness not otherwise permitted by this Section; provided that at the time of and after giving effect to each such repayment or repurchaseRestricted Payment and each such payment of Indebtedness (and any incurrence of Indebtedness related thereto) would (i) no Default shall have occurred and be continuing, (ii) the Total Leverage Ratio shall not be less than 1.10 exceed 3.5 to 1 1.0 and (iii) the aggregate amount of all Restricted Payments and payments of Indebtedness made in reliance on this paragraph (c) after the Effective Date shall not exceed the sum of (x) $75,000,000 and (y) an amount equal to 50% of Consolidated Net Income (adjusted to exclude charges and expenses up to $50,000,000 in the aggregate in respect of the Redemption and the establishment of the Company's current Permitted Receivables Financing and the credit facilities established under this Agreement) for each fiscal quarter of the most recently completed twelve month period assuming that for purposes of calculating Company ended after the Fixed Charge Coverage Ratio for such period (calculated on a pro forma basis in a manner acceptable Effective Date and prior to the Administrative Agent) such repayment or repurchase occurred on the first day date of such applicable period.determination for which Consolidated Net Income is a positive amount. 121